Friendship is Magic: The Covenant War
by dragonfang33
Summary: Friendship is Magic/HALO Crossover: Ten Years before the Battle of Reach, the Human-Covenant War rages out of control, with neither side holding the upper hand. When a Covenant Carrier crashes onto Equestria, the war comes with it as Covenant troops launch a full scale invasion of Equestria, forcing Ponykind into an uneasy alliance with the Covenant's sworn enemy: Humanity
1. Chapter 1

Friendship is Magic: The Covenant War

Synapse: 10 Years before the Battle of Reach, the Human-Covenant War rages out of control, with neither side gaining the upper hand. When a damaged Covenant Carrier, crash lands on Equestria, Ponykind finds itself drawn into the war when the Covenant attack, forcing them into an uneasy alliance with the Covenant's sworn enemy: Humanity

Chapter I

Invasion

Location: Covenant Super Carrier _Fist of Enlightenment_, in high orbit over unknown world, Earth Year 2542.

The massive armored bipedal stood on the battle scared bridge of the carrier, gazing out into the stars, he was Sangheili, a member of a proud warrior race, the pride of the Covenant, the fist of the Prophets, the Arbiter, yet there was something in his yellow eyes that sent chills down even the most loyal and devoted Covenant. Many had recalled the 17th Arbiter, Ripa Moramee and his ruthless nature that had led to the disaster on the Shield World, this Arbiter was a monster pure and simple, a creature who was highly intelligent, but cared little for life, often executing his own troops for simple amusement, in his twisted mind the Prophets represented the old order, why should they seek transcendence when they could be Gods themselves? It was that twisted belief that led him to do the unthinkable: an attempted coup in the heart of High Charity itself, no one could understand why the Prophets stayed their hands, maybe they saw potential in the renegade, or respect for someone who had openly defied them, or simply they couldn't lose a soldier of his caliber, no one in the Covenant wanted to admit it but the war had been taking its toll, veteran units and ships were being wiped out faster than they could be replaced, a fact made all the worse when the Humans attacked the Second Fleet of Glorious Asscention's shipyards, when most of the fleet was in port for refitting and rest, and destroyed nearly 2/3rds of the fleet before retreating to parts unknown.

In the years since the war with Humanity had begun the Arbiter had developed a deep respect for his foe, he enjoyed playing their mind games, giving them false hope of victory before glassing their worlds with his fleet, often with his own forces still on the planet, tactics which served to enrage his brother Thel Vandamee, the shipmaster of the Arbiter's flagship.

To say Thel was hostel towards his superior would've been an understatement, even though the Arbiter was his brother he hated him and the two were barely on speaking terms, to him the Arbiter's actions brought dishonor not just to their clan but to all Sangheili, feelings that reverberated around the carrier, not just towards the Arbiter, but to the war as a whole. Thel had overheard numerous conversations that indicated the Sangheili's faith in the Covenant was nearing meltdown, stories of Human children picking up the weapons of their dead parents and shooting back at attacking Covenant forces, Humans attacking Covenant troops with little more than sticks and stones, actions that would've made any Sangheili Clan Chief explode with pride, then there was the fact the Prophets were showing more and more favoritism towards their rivals the Jiralhanae, with the latest insult being commissioning a battalion of Jiralhanae Honor Guards, he'd heard the rumors that the Sangheili Councilors might be whiling to offer Humanity a separate cease-fire, for having proven themselves worthy adversaries, though to speak such talk openly was grounds for being branded a heretic.

The Arbiter groaned as he paced the damaged bridge, how had it been possible, how did the Humans catch him off guard like that, all he remembered of the battle a few days ago was his flagship and a pair of cruisers had met up with a group of replenishment ships to refuel and rearm before rejoining the First Fleet of Holy Thunder, everything had been routine but it was at that moment a Human Cruiser the sensors had identified as a _Valiant_ Class Super Heavy Cruiser emerged from slip space, catching them off guard, the Covenant immediately went to battle stations and tried to disengage the supply ships, but weren't fast enough, the Humans knew just where and how to hit the group. MAC Guns and Missiles targeted the replenishment ships, as the replenishment ships had no shields to allow for easier transfer of supplies and fuel. Fighters were deployed to counter the few Banshees the Covenant forces had been able to scramble but it was too late. The MAC Rounds and Missiles found their targets, the replenishment ships erupted into balls of fire, while still connected to the carrier and its cruiser escorts. The fuel, ammunition all was strewn about the transport tubes and decks, erupted, causing uncontrollable fires and mass confusion. In the space of a few moments both cruisers were torn apart as the fires reached their core reactors. The _Fist of Enlightenment_ fared better than its escorts, but the damage had been done, half of the ship's engines were off line, as well as communications systems, most of the weapon systems were damaged or destroyed, and the shielding system was completely destroyed.

The order to withdrawal went against every fiber of the Arbiter's being, but his ship was in no shape to face the cruiser, not without back up, but surrender was heresy. With the jumpdrive damaged, they had no choice, a blind jump.

"How much longer till repairs are completed," The Arbiter roared.

"Completed," Thel replied, angrily, "sir we're lucky the ship is still in one piece, and I doubt..."

"I care not for your opinions Shipmaster," the Arbiter roared, trying to maintain his composure "is there any chance of raising the First Fleet." Thel simply sighed.

"Communications are damaged beyond the ability of the repair crews," Thel said, he suddenly pointed to the planet in front of them, "however the scanners are still working, and indicate this planet maybe sufficient enough for us to land on and set up a distress beacon, but there's something else."

"Enlighten me," the Arbiter inquired.

"Scans show life forms," Thel added, "Neither Human nor any member of the Covenant." A smile that sent chills down his brother's spine, crept over the Arbiter's face.

"Begin emergency decent," the Arbiter ordered, "order all hands to battle stations."

"Sir is that necessary," Thel inquired, with a concerned look.

"Do you have a problem with my orders Shipmaster?" the Arbiter snapped, Thel angrily backed down, and issued the proper orders, to defy the Arbiter was to defy the will of the Hierarchs.

Location: Canterlot, Equestria, night of the Grand Galloping Gala, Year of Celestia 1078 (Earth Year 2542)

Twilight Sparkle, simply sighed, it had been little more than a year since Discord had been re-imprisoned. Unlike her other friends who were enjoying the far more lively Gala Princess Celestia had ordered to celebrate Discord's fall from power, the lavender unicorn simply gazed out the window at the night sky, all in Equestria seemed contempt with the way things had been for the last thousand years, peace, harmony all seemed well. Yet deep down Twilight longed for something more, she wondered if anything lay beyond the stars Princess Luna raised at night, she wondered about the possibility that there were other worlds beyond Equestria, other civilizations then just Ponies.

"You seemed troubled my faithful student," a familiar, almost motherly voice said from behind, Twilight turned to find a large white Alicorn standing behind her.

"Princess Celestia," Twilight said, in shock, "I didn't hear you come up."

"Still gazing at the night sky," Celestia replied, smiling.

"Yeah," Twilight sighed, "I don't know why, lately I just feel like all the Magic and Knowledge we Ponies have gathered, it's like we've become stagnant, no Pony every asks what lies beyond Equestria, what could be out there amongst the stars." Celestia couldn't help but smile, Twilight had always been eager to learn, but there were times when learning could prove dangerous.

"Sometimes Twilight," Celestia said, "its best we never find the answers." As Twilight pondered what Celestia meant, the palace suddenly began to shake, as fast as their hooves could carry them the Unicorn and Alicorn raced outside, there slowly descending from the sky, with streaks of green and blue flames emerging damage to its otherwise perfectly smooth purple hull, was a massive starship, a ship that easily dwarfed all of Canterlot. As the ship passed over head, it was clear that it would crash somewhere between Manehatten and Philydelphia. As the massive ship passed over, the crowd of Ponies immediately broke into chaotic conversation about what to do.

"Everyone," Princess Celestia said, "Please remain calm, now is not the time to panic."

"But Princess some weirdo ship thing just appeared out of nowhere," an orange Earth Pony added.

"Yeah I say we give those aliens the boot," a blue Pegasus with rainbow colored hair added.

"Applejack, Rainbow Dash," Celestia replied, coldly, "we don't know anything about these visitors and you saw that the ship was damaged, for all we know they could be in need of help."

"Oh and if they're friendly," a bright pink Earth Pony said, happily, "we can invite them to Ponyville for a great big welcome to Equestria Party."

"Bbbb," a yellow Pegasus whimpered, as she hid under a table, "but what if they're not friendly." Princess Celestia's face grew cold.

"All I can say is hope Pinkie is right," the Princess replied, as she turned to Twilight, with a look of dread to her face, "I want you and your friends to return to Ponyville. You are the barriers of the Elements of Harmony, if things don't end well we can't afford to lose the six of you."

"But what are you going to do Princess," Twilight inquired, with a hint of fear to her voice.

"I'm taking the 300 Stallions of my personal Royal Guard Regiment," Celestia said, "and will go to meet with these visitors," she sighed, as she turned to face the crowd, she was about to do something that hadn't been done in Equestria for millennia, "Stallions and Mares, as of this moment I am ordering the immediate mobilization of the Equestrian Royal Army, until my return I am leaving my sister, Princess Luna in charge of day to day operations in Equestria." The room was silent, the last time the army had been mobilized for a potential battle it was to fight the Great War against Discord's Alliance of Chaos under Queen Shinning Sun, but that was millennia ago, before the Elements of Harmony were forged by Starswirl the Bearded himself, since then the army was little more than a security force more suited for the parade ground then anything, their armor hadn't been updated since the Great War, and they armed with little more than bows and arrows, and spears, the same weapons their ancestors carried against Discord's armies during the war.

Location: Crash site of the _Fist of Enlightenment_, between Philydelphia and Manehatten, Year of Celestia 1078 (Earth Year 2542), the next day

From his command post on the bridge, the Arbiter gazed out over the landscape, in the distance he could make out one city, and the sensors that were still working told him another wasn't far behind, the carrier had been at battle stations throughout the night, expecting to encounter Human Militia or Military at any moment, but throughout the night all he'd seen from his view port had been small animals and occasionally creatures that resembled the animals Humans called Horses, Pegasus and Unicorns, still he wasn't whiling to let his guard down, he'd already been ambushed once, and it had cost him his escorts and supplies, he wasn't about to let it happen again. For most of the night more detailed reports of the damage to the engines had been coming in, and the more the Arbiter heard, the angrier he became: the fuel lines had been severed in the attack and much of the fuel had been consumed by fire or used up in the jump, meaning all the engines were now inoperable. However it was the report from Thel, who'd spent the night taking inventory of the equipment they had that survived the Human attack that he was waiting for the most.

"It seems the Gods favor us," Thel said, as he emerged back onto the bridge, "Bays AR-120-AR-130 are completely destroyed, and all equipment and personnel were lost in the blast, however most of our other bays, including the bays that house our Wraths and Phantoms were undamaged by the blast."

"What about the ship's weapons," the Arbiter inquired.

"We lost all but one of the Energy Projectors in the blast, the remaining one is so badly damaged that it can only be fired once, and at partial strength," Thel added, "All Plasma Torpedo tubes are reported out of action, but by the grace of the Gods, most of our turrets survived the blast."

"Have we detected any enemy presence," the Arbiter inquired.

"The few sensors we were able to get working haven't detected any Humans," Thel replied, "just these strange creatures," the next phrase was the hardest thing for Thel to say, "we also detected fragments of Holy Relics beneath the city, it's possible these creatures destroyed the Relics when they built it." For the Arbiter, this was the news he'd been waiting for. This was his chance, he would lay the foundations of a new Covenant on this world, one where the Covenant itself, not some rusted relics from a forgotten age, would be worshipped as the true Gods. Yet there had always been one problem that prevented him from carrying out his true plans, the same problem that had plagued him when he attempted to seize power on High Charity years ago: the devotion of his soldiers to the Prophets and their outdated religion, but now, now he had the excuse.

"In form all hands to prepare for battle," the Arbiter said, coldly. Thel could only hang his head low, these were defenseless creatures, who had not attacked the Covenant nor had they allied themselves with the enemy, yet like the Humans they had destroyed sacred relics, heresy in its purest forms, Covenant law was clear and to the point, examples had to be made.

Far below the Covenant carrier, more and more ponies had begun to gather, the ship covered the entire area between Philydelphia and Manehatten, from their vantage points, the Ponies could see the gaping holes in the side of the ship, murmurs about what could've happened to cause that much damage were spreading like wild fire. It was only when Princess Celestia's Royal Procession arrived, did silence finally fall over the field. The 300 Royal Guardsponies took up positions around their princess who was now clad in bright gold armor. The horns of the Unicorns began to glow a variety of colors, waiting for the Aliens to make a move, suddenly Celestia raised her hoof and told them to stand down. She wasn't here to provoke a war. Slowly the Alicorn Princess began to flap her wings and slowly rose into the sky.

"I am Princess Celestia," Celestia shouted at the bridge, "Ruler of the Kingdom of Equestria. I wish to know why you have come." There was no response.

"They can't be this naive," the Arbiter grumbled, the plan was simple fire the remaining Energy Projector at the command post, and in the confusion land ground troops to secure the cities and area around the downed carrier. Expecting the command post to be hidden, like the Humans always did, squads of SpecOps troops were just now finishing preparations for deployment to locate the command post, and yet here was the enemy leader in plain sight, with just some gold plated body armor. The soldiers she had brought with her weren't any more impressive, spears and bows and arrows, true Humans fought with those kinds of weapons but only in acts of desperation, never as the primary weapon.

"It seems the Gods continue to favor us," the Arbiter said, "prepare to fire, instruct all dropships and Phantoms to prepare for launch." Thel replied with a hesitant "yes sir," trying hard to hide his disgust, once the order had been given, Thel made his way off the bridge, he had no desire to watch the slaughter that was about to unfold, the Humans, regardless of what crime the Hierarchs said they had committed, had proven time and again to be warriors equal to the best of the Covenant, a worthy enemy who'd proven themselves worthy of joining the Covenant. But these creatures, what chance did they have? What honor was there in what they were about to do? He wanted to run back to the bridge and stop the Arbiter, but to do so would only invite the Hierarchs wrath, and the announcement these creatures had desecrated Holy Relics cemented the crew's loyalty behind the Arbiter.

Princess Celestia remained fixated on the bridge of the carrier, she'd repeated her statement at least four more times, and each time was met with silence.

"Please understand," Celestia said, "we are a peaceful world, and we mean you no harm we only wish to talk." This time she was answered with a loud groan from inside the ship, a large amount of energy had begun to gather in the front of the ship, the last thing any of the ponies saw of their beloved Princess was the bright flash as the Energy Cannon fired at her from almost point blank range, the only thing that broke the silence was the sound of Celestia's melted crown landing on the ground, slowly one of the Guardsponies picked it up, it was still hot, but it couldn't be left here, it would be needed later, to prove that what had happened here wasn't just a nightmare. The Ponies that had gathered were either too scared or too in shock at what they had just seen, Princess Celestia, the most powerful Alicorn of all had been killed in a few seconds, but it was the message that followed that sent chills down their spines.

"Your destruction and enslavement is the will of the gods, and we, the warriors of the Covenant are their instruments." The sides of the ship suddenly lit up with bursts of plasma and laser beams, sending the Ponies that had gathered into a full panic, one by one the plasma bursts found their marks, one pony at times an entire family wiped out in a single shot, and it only became worse, smaller ships began to emerge from the larger vessel: Banshees, Phantoms, Drop Ships took the air, beginning strafing runs on the scattered ponies, and clearing landing zones, one by one the Drop Ships landed, allowing their troops to disembark, for the first time the Ponies had a clear look at the Aliens who called themselves the Covenant. They were a mix of different species, some looking almost bird like, others no bigger than a pony, but most terrifying of all were the 7 foot armored bipeds who seemed to be commanding the invasion forces.

General Leonegihus had managed to round up the few Royal Guardponies that had survived the strafing runs and the bombardment, with Celestia dead the Guardsponies she had brought with her were scattered amongst the panic stricken civilians, the small group wasn't much about a dozen evenly split amongst spearponies and archers, it wasn't much but from their hiding point in the crevice where they had gathered, they could tell the enemy was beginning to land more than just troops , they were landing ground vehicles. The ground vehicles had no wheels, instead relying on a bright blue light from underneath to provide lift and movement. The moment the vehicles touched the ground, they joined the advancing ground troops in attacking the confused and panic stricken ponies, the larger ones unleashing huge balls of plasma energy that consumed any pony it touched, or set fire to the surrounding woodlands.

"Stallions of the Royal Guard," Leoneigihus said, coldly, "tis been many centuries since our spears and arrows have tasted the blood of an enemy, yet today we face an enemy unlike anything ever seen in Equestria, I shall not lie to ye when I say we shall never see home again, but somepony must make the stand, slow the enemy down even if only for a few seconds, for it will be a few seconds the Ponies in Manehatten and Philydelphia didn't have before. Remember what you have seen here today, remember the loss of our Princess, the deaths of our people, make this Covenant pay dearly for every Pony they have slain today." The Guardsponies remained silent as they waited for the enemy force closest to them to come within range of their arrows, it was a scouting party, one Sangheili Commander, a Kig-Yar sniper, and at least 4 Unggoy out in front, once he was sure the enemy was in range, Leoneigihus ordered the archers to fire. They let loose a stream of arrows, which found their marks, but to their shock the arrows simply bounced off the armor the Aliens wore, the only successful hit had been to the arm of the Kig-Yar, who simply broke the arrow off, ignoring the wound.

"OPEN FIRE FOOLS," the Sangheili shouted, pointing at the crevice. Plasma and Laser fire suddenly rained down upon the Guardsponies, the few who weren't able to duck behind cover were killed almost instantly. Slowly one archer drew a bead on the Sangheili in the one spot where his armor didn't cover him, a narrow portion of his abdomen, it was a long shot but if he could take out the Sangheili maybe he could force the scouting party to pull back. Breathing in the archer took the shot, but what he saw sent chills down his spine, the arrow hit perfectly but stopped and fell to the ground a few inches from its target.

"Sir," the Archer shouted, "those big ones have somekind of spell protecting..." Before he could finish the Sangheili fired a single burst from his Plasma rifle, striking the archer in the back. By now the scouts had been joined by even more Covenant forces, and had surrounded the crevice. Leoneighous steered himself and his fellow guardsponies, this was it. His final word to the Ponies under his command was simple: "Attack." No Guardspony was able to get in range of the Covenant warriors before they were cut down by Plasma and laser fire. The Sangheili simply grunted as he motioned for his troops to follow him back into the smoke.

Location: UNSC _Midway_, entering unknown Star System, Earth Year 2542

For Admiral William McAffee, Operation: Revenge was a large gamble but one that could help turn the tide of the war, the mission was simple: Capture a Covenant _CSO_ class Super Carrier and above all it's navigational computer, with the goal of locating one of the Covenant's capital worlds, and with luck capture one of the Covenant's leaders and force a surrender. ONI had been informed by local intelligence that a _CSO_ class carrier and two _CSS _class battlecruisers had been spotted in the Avalon system, refitting and rearming, the perfect opportunity to ambush the Covenant. Their heavy ships were always shielded by their smaller replenishment ships weren't, if they caught them midway through resupply they stood a chance, and it was only luck that they did. The two battlecruisers, all of the supply ships, and the few fighters that had managed to launch were destroyed and the carrier severely damaged.

"So far our luck seems to be holding," McAffee grumbled, under his breath, he was a career Navy man, who'd seen his fair share of action from putting down Insurrections to battles with the Covenant, he was roughly 50 years old, with his black hair showing signs of graying, yet he always looked out for his ship and her crew, something that had earned him a great deal of respect, and over the years he'd proven to be one of the UNSC's most gifted guerilla warfare tractions, choosing to pick off stragglers and hitting Covenant Supply routes and bases, rather than confront an entire Covenant Fleet head on, weakening them just enough for the main fleet to stand a chance against an actual Covenant Fleet.

Yet the war had taken its toll on him, like it had on many for nearly 20 years it had been the same, Covenant killed Humans and Humans killed Covenant, entire worlds wiped out in the blink of an eye, and for what? no one knew, remembered or cared why the war had begun or why the Covenant had attacked Harvest to begin with, all they knew was that there was no end in sight, many were beginning to believe the war would never end, some Humans wondered about their enemies, for all the hatred they felt for the Covenant as a whole for what they had done to Humanity, they couldn't help but wonder about the individuals, did they have friends or family who were being told their child or husband died in battle, did they know fear or love. Those questions had come up in McAffee's mind when the Covenant raided Orion VI, he found himself standing over a dead Elite, in the Elite's armor he found a small hologram, showing the Elite he'd killed and what he could only assume was his wife and two children, two children who would never know their father. After that he promised himself that once the war was over he'd leave the service, retire back to New Avalon and never set foot on a starship again.

Many of the Marines and ODST Troopers on the _Midway_ were itching to spill Covenant blood, some were from planets that the Covenant had already glassed or occupied and were eager for payback, or fresh from boot camp, they would play their part when they stormed the carrier, but the key to the plan was Delta Squad, the six SPARTAN II class Supersoldiers, Humans biomechanically and biochemically augmented to absolute perfection, led by Lt. Alex-201. Needless to say many of the Marines and ODST Troopers held the SPARTANs in low regard, viewing them as freaks or the UNSC's pet projects, common saying was "the SPARTINS win because they cheat, Marines win for real". It was nothing new; all military branches had rivalries between each other, the only reason McAffee let much of the talk slide was because the soldiers and crew needed something to laugh about, to take their minds off how badly the war was going, as long as it remained just talk.

"Any sign of the carrier Elita," McAffee inquired, a blue female hologram suddenly materialized on the pedestal next to him.

"Negative," Elita replied, "don't forget Admiral, they made a blind jump, it was only luck I was able to even get a lock on to their jump coordinates before they entered Slipspace."

"Any signs of other Covenant ships," McAffee inquired.

"Negative," Elita replied, "I'm picking up no additional slipspace ruptures."

"What about location," McAffee asked, gazing at the large planet in front of him, "any idea where we are?"

"Once again negative," Elita said, "This system is on no known UNSC Star Charts."

"If the carrier had been damaged," McAffee inquired, "is it possible the enemy could've landed on this planet for repairs or to send out a distress call."

"Analyzing the planet's atmospheric composition," Elita said, "Composition is identical to Earth and all terriformed planets, and you might find this hard to believe it's inhabited, but the life sign readings aren't indicative of any of the Covenant's member races."

"With everything Humanity has been through in this war that doesn't surprise me," McAffee replied, "great if the Covenant landed a neutral party may make our operations difficult."

"Sir," one of the technicians shouted, "heat sensors are detecting large fires in the northern part of the planet as well as large amounts of Plasma."

"What kind of Plasma Ensign," McAffee inquired.

"Covenant weapons grade plasma sir," the Ensign replied. That was all the confirmation McAffee needed.

"Elita scan the surface again," McAffee ordered, "locate that carrier."

"Scanning," Elita replied, "location identified, it's between two large cities in the north, right where the Ensign reported those large fires burning, seems the natives aren't well liked by the Covies anymore then we are."

"Lock in a landing zone," McAffee said, "make sure it's as far from the carrier as possible."

"Isn't that a bit risky," Elita inquired.

"All we know is the carrier is damaged, we don't know if it's weapon systems have been knocked out or are still operational I'm not taking the risk of having my ship blown to bits," McAffee added, "and we don't know how far the Covenant have spread, if we land far enough away we just might be able to take the enemy by surprise." Elita simply sighed.

"Landing zone identified," Elita said, "there's a large forest near a small settlement that will provide the _Midway_ with enough cover to hide us from any roving Covenant patrol craft, as for their sensors that's another story."

"It's a risk we have to take, prepare for landing," McAffee ordered, "the moment we're down have the Marines and ODSTs deploy squads around the ship. Delta Squad will secure the entrance to the ship."

"Yes sir," Elita replied.

Location: Royal Palace, Canterlot, Year of Luna 0001 (Earth Year 2542)

The Midnight blue Alicorn paced the throne room, waiting for any news, good or bad from her sister. Luna was far younger then Celestia, mostly due to her years of imprisonment, by Alicorn years she was only about 16 where as her sister was nearly 30. Her imprisonment, she'd never quite forgiven Celestia for betraying her, and sealing her in the moon, she remembered how the hate that festered in her heart, watching her sister control her beloved night, of seeing all of the Ponies laugh and play, enjoying the company of friends and loved ones while she was so alone trapped for a thousand years watching Equestria go by without her. The only reason she'd refused to end that terrible night so long ago was to try and talk to her sister, to bring her grievances to Celestia's attention, but Celestia wouldn't hear of it, and banished her to the moon for a thousand years as punishment for defying her, all because she wanted to ask if she could spend time amongst the other Ponies like Celestia. Even though the legend all Ponies knew said she'd become Nightmare Moon out of envy for her sister, she knew it was far different, the demon known as Nightmare Moon had been born in the heart of a pony who had known nothing but loneliness, a pony who was punished for simply wanting to have friends and did the only thing she could think of to bring her grievances to her sister's attention, a pony who's heart became filled with anger and betrayal as she watched her sister take control of her beloved night, feelings that finally consumed her, and turned her into a Pony who's only desire was revenge on all Ponies for the what they had done to her.

Luna's thoughts were broken by the sounds of Guardspony storming into the throne room, behind them stood a familiar figure, Shinning Armor, Captain of the Palace Guard Division, the look on his face was one of shock, panic and seriousness.

"Hurry," Shinning Armor shouted, as the Guardsponies took up positions throughout the throne room, "the Queen must be protected at all cost." Queen? Luna thought, Equestria hadn't had a Queen for centuries, not since their mother had ruled and decreed that only then when there was only one of the two sisters left would Equestria again have a Queen, all to prevent a power struggle.

"CAPTAIN," Luna shouted, "WHAT TIS THE MEANING OF THIS INTRUSION?"

"Forgive me highness," Shinning Armor said, bowing. "But we just got word from Princess Celestia's expedition," Luna could make out a tear forming in his eye, "only two have returned." Luna felt her heart sink, something was seriously wrong, why had Shinning Armor referred to her as the Queen and not a Princess, why had only two of Celestia's guardsponies returned?

"WHAT HATH HAPPENED?" Luna said, stomping her hoof. Shinning Armor could barely hold back his tears as he produced Celestia's melted crown. It was at that moment Luna felt her heart sink, it wasn't possible, it was then she looked at her Cutie Mark, it had changed, no longer was it just a crescent moon, the moon was now surrounded by rays of sunlight.

"The survivors said she tried to speak with the Aliens," Shinning Armor said, holding back his tears, "when they opened fire on her and all the Ponies that had gathered around the ship." Luna felt her heart sink even more.

"WHAT DIS THOU SAY?" Luna inquired.

"A large number of other Ponies had gathered," Shinning Armor said, "to watch the Princess try to talk to the Aliens when the Aliens opened fire."

"How many?" Luna inquired.

"Unknown," Shinning Armor added, "all the survivors said was all of the Guardsponies with the Princess were wiped out, including General Leoneighus and the Aliens were landing ground troops and were rapidly advancing on both Manehatten and Philydelphia." It was then Luna cut him off.

"Dis thou say ground troops," Luna inquired.

"Yes my queen," Shinning Armor replied. Luna looked out the window, it would be time for the Hearth's Warming Eve Pagenets soon, all of her subjects were going about their daily business unaware a war had just begun, except for the poor ponies trapped in Manehatten and Philydelphia.

"Did the guardsponies sayeth anything else," Luna inquired.

"They just kept repeating Covenant," Shinning Armor replied. Luna sighed, most of the Ponies still didn't trust her, or believed she was still plotting against her sister.

"Hath thou informed thy sister yet," Luna inquired.

"No my Queen," Shinning Armor replied, nervously, "I felt it would be better if you informed her, seeing as how I've been organizing a counter attack." Luna cut him off, with Leoneighus dead, Shinning Armor, as Captain of the Guard was next in line to take command of the army.

"I know thy is now in command of the army," Luna replied, "But there will be no counter-attack. Thy said it thyself, these Covenant took down Celestia and nearly all of her escort without any effort, until we know more about this new enemy, I am ordering the army to set up defensive lines around the occupied zone, and to slow or halt any attempts by the enemy to move deeper into Equestria." Shinning Armor tried to protest, but Luna wouldn't have it, loosing Manehatten and Philydelphia bore heavily on her heart, but she was now the Queen of Equestria, she needed to think of Equestria as a whole. War was a forgotten thing in Equestria, even the Great War against the Alliance of Chaos was but a footnote, and it would take time to dust off the old tomes of military thought and tactics, and from what Luna had heard they were outdated long before this Covenant had arrived, to send the army against an enemy wielding the kind of power the Covenant seemed to have, even with Magic, was suicide. For now defense was the only chance, for now.

"I ADMIRE THY BRAVERY CAPTAIN BUT TIS SUICIDE TO ATTACK IF THE ENEMY POSSESSES THE KIND OF POWER REPORTED," Luna shouted. Shinning Armor reluctantly agreed.

"Very well highness," Shinning Armor said, clenching his teeth, "I'll have my underlings draw up plans for defense lines," Luna once again cut him off.

"Don't worry about thy sister General," Luna said, Shinning Armor's face showed an expression of both joy and sorrow at this promotion, "I shall in form thy sister of what has transpired." No sooner had Luna finished speaking the palace began to vibrate, it was sound that was all too familiar, The Guardsponies had all ducked beneath the windows, only resuming their posts when the Queen approached the window, gazing out it confirmed what she had suspected, it was another spaceship, only this one was grey, and bristling with weapons, unlike the other which showed no signs of its military intent, there was no doubt in any ponies mind that this ship was one thing: a warship. But what sent chills down Luna's spine was where the unknown ship was heading: it was heading right for Ponyville.

"General," Luna said, "deploy the Guard units in Canterlot to keep order."

"My Queen what about," Luna once again cut him off.

"We can only hope the enemy hasn't called in reinforcements," Luna replied, as she made her way to her throne.

Location: Ponyville Library, a few hours later, Year of Luna 0001 (Earth Year 2542)

The five Ponies gathered outside of Twilght's room, the letter from Princess, or rather, Queen Luna, had been devistating. Equestria was under attack from an Alien Army and worst of all Celestia, the pony that had been like a mother to her, was dead, the first casualty of this war. For the past few hours, Twilight had been hold up in her room, crying harder then she'd ever cried before, not that any of her friends could blame her. The only other pony that had taken the news hard was Applejack, for the past hour she'd been pacing back and forth, all she could think of was her family who lived in Manehatten.

"Applejack darling," Rarity said, "you must calmdown, that pacing isn't helping poor Twilight cope."

"Calm down," Applejack said, with a hint of anger to her voice, "CALM DOWN MA FAMILY'S TRAPPED IN MANEHATTEN SURROUNDED BY ALIENS WHO ARE DOING CELESTIA KNOWS WHAT TO THEM AND YOU ALL ARE TELLING ME TO CALM DOWN."

"Girls please," Twilight said, emerging from her room, her eyes completely red because of all the crying she'd done. "Don't fight, at least not now." Twilight slowly walked past her friends, not even one of Pinkie's jokes could cheer her up, with Luna now in charge what would become of her, would Luna take her on as her own student, or would she simply let her go, payback for her humiliation as Nightmare Moon.

"I know this is a difficult time Twilight," a small purple dragon said, "but I doubt Luna will get rid of you, after all you did help her out last Nightmare Night," the tone of his voice became more serious, "besides she's our Queen now, and she's ordered us to locate that second spaceship."

"Oh maybe these Aliens are the friendly ones," Pinkie Pie said, happily.

"Bbbut what if they're also Covenant," Fluttershy added. Twilight didn't say anything, she was still lost in thought about what to do, all she knew for sure was that her brother had begun organizing a defense against the Covenant.

The six friends could hear the sounds of ponies scurrying about outside, either in shock or panic as news of the invasion and Princess Celestia's death began breaking all across Equestria, the next scroll Spike produced contained only more bad news.

"Uh Dash," Spike said, nervously, "you might want to step outside."

"Spike this is me we're talking about," Rainbow replied, "I can handle some bad news." Spike sighed.

"Latest news says Cloudsdale, Las Pegasus and Appleloosa all were victims of Covenant air attacks a few hours ago." Rainbow felt her heart sink, Cloudsdale, her home, had been attacked.

"Any news on my sister," Rainbow inquired.

"Rainbow Derpy came back from Cloudsdale last week," Spike said.

"Oh right," Rainbow replied, she had to admit there were times she was embarrassed to be related to Ponyville's resident klutz, but Derpy was still her little sister, regardless, and she'd promised their parents she'd keep an eye on her.

"Anyway," Rainbow added, "I say we find that other ship and kick these Aliens out of Equestria."

stay tuned for chapter II: First Encounters


	2. Chapter 2

Friendship is Magic: The Covenant War

Chapter II

First Encounters

Location: Ponyville, near the border of the Everfree Forest, Year of Luna 0001 (Earth Year 2542) a few hours later

The six ponies shuddered as they gazed into the darkened forest, for those who had lived in Equestria long enough the Everfree Forest was well known, many stories surrounded the forest, some were simply trivial how the animals and plants grew and took care of themselves, without the need of Ponies taking care of them, others were far more ominous, rumors that Nightmare Moon's followers had taken refuge in the forest after her defeat by Celestia and the forest had devoured them whole.

"MMMaybe this isn't such a good idea," Fluttershy whimpered, of all the places in Equestria, she hated the Everfree Forest most of all, mostly because the animals always shunned her kindness.

"I know it's scary for you Fluttershy," Twilight replied, trying to calm her frightened friend, "but we have to find that ship."

"Especially if we're going to have a chance of stopping them Covenant Varmints," Applejack added

"BBBBut what if they're Covenant too," Fluttershy whimpered, her friends looked at each other, looking as though they had all seen ghosts. Fluttershy had asked the same question at least three times before, and still there was no response. None of them had been at the first ship's crash site; they didn't see the Covenant for themselves, all they knew was they were powerful enough to take down Celestia, the most powerful Alicorn of all time, with a single shot.

"It's a chance we have to take," Twilight finally said, "girls I can't ask you to go in there with me..." Rainbow cut her off.

"Luna wants us all to go," Rainbow said, "and there's no way we're letting our friend go Alien hunting alone."

"Besides," Applejack added, with a heavy sigh, "if there's any chance of helping my kin in Manehatten it's in there." Twilight wanted to protest, but before she could say anything her friends had already made their way into the forest.

"Ugh," Twilight groaned, following them.

Location: City Hall, Occupied Manehatten, Covenant Territories, Year of Luna 0001 (Earth Year 2542)

Thel sat in the ruined library, hanging his head low. He could hear the cheers of his fellow Covenant warriors, as they raised the Covenant's battle standard over the city, yet for Thel all he could see were the shattered remains of dead Heretics, he'd seen his brothers throw away everything that made them Sangheili, massacring civilians who had simply tried to surrender, killing children for fun, during the attack on the city he at times couldn't tell his Sangheili brothers from the other filth that made up the Covenant's army.

"Tis the law of the Covenant," Thel said, to himself, anything to try and put his brother's disgraceful actions from his mind, even if it was just so he'd be able to sleep that night, "These creatures desecrated the sacred relics, they need to be made examples of." Saying it out loud though, only increased the doubts Thel had, once the Covenant was proud and honorable, it gave its member races hope, pride and above all purpose, but now, it felt as though the Covenant whose military Thel had so eagerly joined was nothing more than a farce, the war with the Humans had done more damage than any dared mention, it had destroyed the very spiritual heart of the Covenant.

"Shipmaster," a Kig-Yar said, snapping Thel out of his trance, "The Arbiter requests your presence." Thel didn't say anything, execution for treason was preferable to having to face his brother again, but to strike the Arbiter down would only make him a martyr in the eyes of the Council. Thel didn't even look at the Kig-Yar as he made his way to the former mayor's office. There gazing out the window at the burning city was the Arbiter.

"Look at it brother," the Arbiter said, with a cold smile, "Today we've made history; the foundations of a new Covenant are laid."

"But at what cost," Thel inquired, angrily. "Do we sacrifice what separates us from the others, especially the Jiralhanae?" The Arbiter simply turned away.

"You always lacked vision brother," the Arbiter groaned, finding it next to impossible to address his brother as his brother, "Under the Hierarchs we have grown stale, outdated with the universe, our war with the Humans is proof of that, we're relying on blind faith to guide us to victory in this war, exterminating those who should be bowing before us. But here on this world, we can build a new, reform the Covenant as it should be, where we, the people of the Covenant are the ones worshipped as Gods, not the phantoms of the Hierarchs."

"Tread lightly Arbiter," Thel groaned, "you speak not only heresy but treason."

"As much as I would love to settle our differences Shipmaster," the Arbiter replied, one strike with his energy sword was all that was needed to silence Thel once and for all, but Thel was too valuable an asset to lose "that is not why I called you here," Thel remained silent, he didn't want to speak with his brother more than needed, "I've been informed we sustained a causality."

"Yes sir," Thel replied, angrily, "A Ugganoy got too close to an enemy encampment in the south and an archer managed to shoot an arrow through the kinks in his armor, before the other members of his scouting party took out the encampment. The wound isn't severe but he'll be in medical for the next few days. Our patrols in the city are reporting the Heretics we have yet to capture are either forming roving bands to block our advances, fled the city or are in hiding."

"Such is the way of war," the Arbiter groaned, "still we can ill afford causalities of any kind given we don't know how far the Lands of the Heretics spread, and especially if that Human cruiser followed us. Any other news from our patrols outside the cities?"

"Nothing new," Thel replied, angrily, "the main Heretic army has been digging in along the border. Mostly barriers made of rocks and trees, manned by a few dozen or so of their soldiers armed with bows and arrows, and spears, however Redeemer Wing reported encountering a large shield encompassing the much of the line. They took few shots at it, but they were unable to punch through it." The Arbiter simply smiled. At last the Heretics were whiling to offer him a challenge.

"It seems we may have judged this new enemy too early," the Arbiter said, "increase the patrols in the city and finish rounding up the Heretics that remain, also authorize airstrikes against enemy strongholds and instillations not protected by that shield." Thel cringed at that thought, bows and arrows against Banshees, he could think of better ways to join the Gods then that, "one last thing Shipmaster, what's the status of any prisoners?"

"Awaiting processing sir," Thel replied, coldly.

"Offer them this choice," the Arbiter said, "they can either join our cause, or they can be our slaves." Thel felt his heart sink, slaves, Sangheili never took slaves, they only sought honor and glory in battle, there was no honor in enslaving a defeated foe, something the Covenant had lost sight of long ago. Thel simply replied with a "yes sir," as he took his leave. His mind made note of every word he'd exchanged with his brother, notes for future references.

Location: Everfree Forest, near the landing site of UNSC _Midway_, Year of Luna 0001 (Earth Year 2542), the next day.

"Ugh are we there yet," Rainbow moaned, "by now those Covenant creeps are probably marching on Canterlot itself." Twilight did her best to ignore her friend's comment.

"Oh relax Rainbow," Pinkie added, in her usual happy manner, "you should be looking forward to meeting new friends."

"Pinkie Pie," Rarity inquired, "how do you know these Aliens will be friendly."

"Simple Rarity," Pinkie said, "My Tail was twitching, my back hooves became achy and then my shoulders itched, that means we'll meet lots of new friends from the sky."

"Is that why you brought three bags of cupcakes," Twilight inquired.

"Yep," Pinkie replied, happily. Twilight sighed, they were simply suppose to bring ropes and nets to drop on any Covenant patrols, after Twilight had disarmed them with a levitation spell, but Pinkie being Pinkie just had to be different.

It was at that point the six mares got their first glimpse of the second Alien ship; its landing had created a 200 yard clearing in the middle of the forest, with the ship itself sitting in a small crevice, near a small river. Unlike the first ship, this one was almost pure gray, looking like a long hexagon shaped tube that had been fitted with a series of hexagon shaped rings. Along the side, near the stern were two large turrets, each housing a pair of massive cannons. Mounted in the bow were what Twilight could only assume were even more cannons. The only sign of color on the ship were the large white letters spelling out UNSC MIDWAY, painted across the front part of the bow, just above the glass encased bridge. In the center the Ponies could make out what looked like a ramp, however any thoughts of sneaking up were quickly put out of their minds when they saw two large four wheeled vehicles, each armed with a large cannon, parked near the crevice, the crews sitting beside them chatting, with what the Ponies could only assume were weapons, leaning against the vehicles, though what they were saying Twilight couldn't make out because of how far away they were. But suddenly Twilight motioned for the girls to duck down even lower, six more aliens had suddenly appeared, approaching from the nearby river bank, unlike the crews of the vehicles, these soldiers were clearly armed, two carried large cannons with some kind of telescope attached to the top, while the other three seemed to be armed with smaller weapons. Also unlike the vehicle crews these aliens' had their faces covered with a white visor, and had a large pouch strapped to their backs. However the far more intimidating figures were the two 7 foot behemoths that stood at the foot of the ramp, one was clad in dark red and grey the other in blue and silver, and like the other aliens their faces were completely covered by a visor, only this one was gold. The only thing that elevated some of their fear was the fact these massive armored figures seemed only armed with the same small weapon as the others.

"Well," Rainbow said, punch her hoofs together, "what are we waiting for, let's kick Covenant tail," before Rainbow had a chance to blow their cover, Applejack grabbed her by the tail.

"Whoa there nelly," Applejack said, "we can't just go running in there, I mean how do we know they're even with those Covenant varmints?"

"They're from space," Rainbow said, becoming agitated, "they have strange weapons, they have to be Covenant."

"Rainbow's right," Rarity added, "I mean look at those colors, red and gray just don't go together, and those other outfits a mess of greens and browns why no pony would dare go out dressed like that."

"Rarity," Twiight said, trying to get her friends to calm down, "I don't think those are clothes, they're wearing armor." Rarity simply gasped.

"Armor," Rarity said, in shock, "Armor is suppose to be worn by knights, bright, elegant and symbolic of heroism. Those things look more like ruffians."

"It's not that kind of armor Rarity," Twilight replied, "It's far more advanced than anything we've got in Equestria, and Rainbow we don't know what they're armed with. Attacking them would be suicide."

"Then what are we suppose to do?" Rainbow snapped, "just sit here and let them gather their army for an attack on Ponyville."

"Well we could try to talk with them," Twilight suggested

"I like the talking idea," Fluttershy added, as she scurried behind a tree. "I mean if it avoids any fighting." It was at that moment Twilight noticed something, or somepony missing.

"Girls where's Pinkie Pie?" Twilight asked it didn't take her long before she had her answer; the pink pony was skipping happily into the clearing where the alien ship had landed.

"Oh horse apples," Twilight grumbled, as she chased after her friend, hoping to catch her before the aliens spotted her.

Location: Bridge of UNSC _Midway_, Everfree Forest, Year of Luna 0001 (Earth Year 2542), a few minutes later

"Captain Ryan," McAffee said, addressing a middle aged red haired female officer, "I want your damage report." Captain Miranda Ryan had only recently been promoted to command the _Midway_, following her actions as the XO on the _Dawn's Early Light_ during the Battle of New Titan, where she assumed command and guided the wounded frigate safely to friendly lines after the bridge crew and most of the officers were killed when the bridge of the _Dawn_ took a direct hit by plasma from a Covenant turret, while taking down two Covenant destroyers, but at a cost. Her right arm had been severed when the bridge of the _Dawn_ had been hit, and had since been replaced by a robotic prosthetic, the same hit had also sent shrapnel into her right eye, over which she now wore a black eyepatch. Ryan had been hesitant about Operation: Revenge, she'd already lost countless more friends to the Covenant, she wasn't about to allow it to happen again.

"There appears to be no significant damage," Ryan replied, "except for reports of tree limbs jamming some of the catapults. I've already dispatched repair teams to clear the debris."

"Good," McAffee said, turning to the next officer, a gruff UNSC Marine Corps Gunnery Sergeant. "Sgt. Rhodes what's the status of ground recon?" Gunnery Sergeant Isaac Rhodes was a man with a checkered past, serving first as a foot soldier for the rebels during the Insurrection Wars, before enlisting in the UNSC Marines when the war with the Covenant began, something those in the High Command never let him forget. His reputation however wasn't stellar, a maverick who only followed orders when the need arose. However he looked out for his men, and his troopers respected his lead from the front attitude, and he went out of his way to minimize civilian losses, but more than anything he won victories, the only reason he'd been assigned to the _Midway_ as commander of her Marine and ODST detachments.

"Two Warthogs with four Marines each deployed by the crevice sir," Rhodes said snapping to attention, "Got a six man ODST Fire team patrolling down by a nearby river, shame there are no Covies to be found out here."

"Maybe that's a good thing Sgt." McAffee replied, "don't forget we're running as blind as the enemy," he turned his attention to the final officer, he was far taller than the others standing 7ft even in his black and red armor, on his shoulder was the Greek symbol for Delta, his face was ice cold, as reflected in his icy blue eyes, his black hair had been shaved into the standard military haircut.

"Lt. 201," McAffee inquired, "what's the status of Delta Squad?"

"Deltas II and V are deployed at the foot of the loading ramp," 201 replied, sounding almost robotic, "the others are in the hanger bay waiting for orders."

"And what would those orders be," Rhodes snapped, angrily. Ryan and McAffee both sighed; they knew what was coming next.

"This isn't the time Sgt," Ryan said. Rhodes was about to reply, when Elita interrupted him.

"Sorry to break up the fun," Elita said, "but Delta II has detected movement in the forest."

"Covenant," Ryan inquired

"Unknown," Elita replied.

"Sound battle stations," McAffee shouted, "Rhodes deploy three more fire teams, 201 I want the rest of Delta Squad deployed as well. Inform your men to take up defensive positions behind the crevice, as of now we're on weapons condition yellow. No one opens fire until we confirm the identity of the contacts, if they're Covenant well you all know what to do." The two soldiers simply replied yes sir.

"We're already dealing with the Covenant we don't need another war on our hands," McAffee grumbled, as he gazed out the window, "Elita please inform Sgt. Rhodes that if any of his men open fire without my permission, unless firing a warning shot or in self-defense, he'll be spending the rest of this mission in the brig." Before Elita could reply, one of the Marines crackled over the ship's intercom.

"Uh sir," the Marine said, with a hint of confusion to his voice, "You might want to take a look at this."

"Elita," McAffee said, "Bring up the portside exterior view." The AI didn't reply as view screen came to life, showing the area where the UNSC troopers had gathered, in the clearing, barely halfway between the _Midway_ and the forest, were two brightly colored Ponies, one carrying three large sacks, with the other trying to pull her back into the forest.

"Elita," McAffee added, "are there any other life forms in the area?"

"Affirmative Admiral," Elita replied, "there are four more life form readings in the forest, and here's the strange thing, they're also Ponies. It's just a guess but those Ponies might be the planet's primary inhabitants."

"You have to be kidding," Ryan added. "A planet of multicolored Ponies?"

"AIs don't joke captain," Elita replied, Ryan turned to the Admiral.

"Well what now?" she inquired.

"Maintain current orders," McAffee replied, "only return fire if they make any threatening moves, otherwise only fire a warning shot if they try to approach."

Location: Clearing, near UNSC _Midway_, Everfree Forest, Year of Luna 0001 (Earth Year 2542) a few minutes later

Twilight had managed to tackle Pinkie about just as she was about to emerge into the sun.

"PINKIE ARE YOU CRAZY," Twilight asked, angrily, "then again why did I just ask that?"

"Oh Twilight," Pinkie replied, happily, "I was going to introduce us..." her comment was cut off by the sounds of weapons being readied to fire.

"Oh haystacks," Twilight grumbled, realizing for the first time they were now in the open, and there was little doubt they had been spotted. Slowly Twilight turned around, all of the Aliens had either manned their strange vehicles or had gathered behind the crevice, worst even more had emerged from the ship, and had joined their comrades at the crevice, and all of their weapons were trained on her and Pinkie, fingers on the triggers and ready to fire.

"You are surrounded by superior UNSC Forces, remain where you are and put your hands above your heads." One of the troopers shouted. Twilight immediately threw her hooves up, she had never remembered being as scared as she was now, the only time she'd ever come close to showing anything close to panic and fear was when she'd thought she'd be tardy with a Friendship Report. The silence that had descended over the clearing was suddenly broken by Pinkie's laughter.

"We don't have hands silly," Pinkie said, giggling, "so how can we raise our hands if we don't have any hands. Now that I think of it what are hands, I know we Ponies have hooves but hands, and how can we remain where we are if we have to move to raise our hooves?"

"Pinkie this isn't the time for your games," Twilight whispered. But Pinkie didn't listen, as she began skipping towards the UNSC line. The silence was soon shattered by what the lavender unicorn could only describe as a clap of thunder. She looked up at the line of troopers, and saw one of the weapons smoking.

"OH NO THEY DIDN'T," Rainbow shouted, from her hiding place in the forest.

"Easy does it Rainbow," Applejack said, trying to hold her friend back. "Whatever they threw at Pinkie it missed," she pointed into the clearing, where Pinkie was all but hovering over a smoldering hole in the ground. "Besides if they're weapons can do that I don't want to find out what they can do to Ponies."

"That was a warning shot," the trooper shouted, "if you attempt to move any closer we will open fire."

"Please," Twilight pleaded, "we don't mean you any harm, we just want to talk." Twilight's plea did little to ease the tensions, in fact the soldiers only seemed to grow more tense, and the looks to the faces of the ones who had no visors, only angrier. Twilight didn't need any amount of her intelligence to tell that she'd touched a nerve.

"Besides I only wanted to off you all some cupcakes," Pinkie added, as she pulled a cupcake out of one of her pouches. The troopers began to exchange looks of confusion. Cupcakes? Why were they offering them food? Was it a trick to get them to lower their defenses for a Covenant raiding party to strike? Or maybe they weren't Covenant after all. There was only one way to find out. 201 was about to make his way out of the crevice, when Rhodes, leapt out in front, not even bothering to exchange glances, let alone speak to the SPARTAN.

"Keep me covered," Rhodes said, as he made his way out of the crevice, and lowered his assault rifle, while still keeping his hand on the trigger. The other troopers didn't move, but only seemed to grow tenser. By now Twilight was sweating like crazy, what was this alien going to do? So far none of them had emerged from behind the crevice and they only shot when Pinkie got closer to them, and even then they didn't hit her.

"Hiya, you like cupcakes," Pinkie inquired.

"She didn't just ask that," Twilight groaned.

"Yes everyone does," Rhodes replied, with a confused look to his face.

"Oh goodie," Pinkie said, "you have to try some of Mr. and Mrs. Cakes Strawberry Cotton Candy mix, what are your favorites mines strawberry with lots of whipped cream on top and a cherry," a happy grin came over her face as she handed the Marine the cupcake.

"Command this is Rhodes," Rhodes said into his helmet mounted radio, "have the AI scan the cupcake." For Twilight it felt like an eternity, she couldn't understand who the Alien was talking too, were there more on that ship?

"Marines, ODST stand down," Rhodes shouted back to the Aliens in the crevice.

"Delta Squad stand down," 201 added. From her vantage point Twilight could see the soldier shoulder his weapon, while the others all began to lower their own. It was at that point Rhodes turned to face her.

"You can lower your," he paused for a moment, "hooves," his voice soon became colder, "you mentioned something about wanting to talk?"

"Yes," Twilight replied, hesitantly.

"Follow me," Rhodes replied, "and tell your four friends it's safe to come out."

"Friends what friends," Twilight said, trying her best to hide her other friends presences.

"The four that are hiding in the forest," Rhodes replied, coldly. Slowly Applejack, Rainbow Dash, Rarity and Fluttershy emerged from their hiding places. Their faces showed absolute fear, even the normally brave Rainbow Dash, were they walking into a trap? Silence fell over the clearing, only breaking when Applejack finally worked up the courage to say something.

"How in tarnation did ya'all know we was there," Applejack inquired. Rhodes simply turned away.

"Talk to the Admiral," Rhodes replied, "now follow me."

"How rude," Rarity snapped, "ordering us around like a bunch of hooligans." Twilight elbowed her in the gut, before she could finish her statement

"We just got them to lower their weapons," Twilight said, noticing Rhodes' stone like gaze suddenly fixated on Rarity, he'd clearly heard everything.

"Listen here," Rhodes said, angrily, "the Corps may not be a bunch of Prince Charmings, but when you have a Covie Wraith chasing after you, you'll be glad the Corps has your back," he turned to Twilight, "now if we're all done trading insults I suggest we get back to the _Midway_." The look on Twilight's face suddenly changed, it was the first time she'd heard the Aliens mention the Covenant, and from the tone of the soldier's voice the Covenant clearly weren't well liked by these Aliens.

Location: Crevice, outside UNSC _Midway_, Year of Luna 0001 (Earth Year 2542), a few moments later

Pinkie Pie had entered the crevice almost as soon as the troopers had been ordered to lower their weapons, by the time Rhodes and the other Ponies had arrived, Pinkie had already handed out cupcakes to nearly all the troopers. Rhodes simply cracked a smile, the other soldiers couldn't help laughing at Pinkie's over the top antics, for many it was the first time they had something to smile or laugh about in months if not years.

"Why are you smiling she's just being Pinkie Pie?" Rainbow inquired.

"With all the news about how badly the war is going," Rhodes replied, "we all need a good laugh."

"You mean the Covenant attack here?" Twilight inquired, Rhodes raised an eyebrow.

"No," he replied, "you do have Holonet communications right?" Twilight was at a loss.

"What do ya'll mean by Holonet," Applejack inquired, "because if Twilight hasn't heard of it then we don't have it." Rhodes sighed.

"Humanity, us," Rhodes said, "have been at war with the Covenant for the last 20 years." The Ponies began to murmur amongst themselves, there were more Covenant and "Humans" then just the ships that were already here out amongst the stars, a war that had lasted for 20 years and both sides still kept killing each other? How could any species endure so much death and destruction for so long? However Twilight's mood began to brighten, so the Covenant did indeed have enemies, enemies that could hopefully become allies for Equestria. It was at that moment Delta II and Delta V approached the group, their assault rifles clenched tightly in one hand, and in the other a set of five blindfolds. Rhodes however simply walked past the two SPARTANs to rejoin his men.

"Admiral McAffee is waiting to meet with you," Delta II said, as he motioned for Delta V to handover the blindfolds, "for security reasons we're going to have to ask that you be blindfolded."

"Now see here," Rarity shouted, "I will not go around wearing a blindfold, besides gray doesn't match the color of my mane."

"Orders are orders," Delta V replied, as he tied the blindfold around Rarity's eyes.

"Watch it," Rarity whined, "You're messing up my mane." The SPARTAN sighed. Of all the Ponies, Fluttershy was the most intimidated; the sight of the towering SPARTAN, with his faceless visor scared her enough, but the thought of being blindfolded.

"PPPPlease don't," Fluttershy said, meekly, as she backed up.

"I have my orders," Delta V replied, coldly.

"YYYYYou don't understand I'm afraid of the dark," Fluttershy said, backing up even further.

"I know you're scared," Delta V replied, "but it will only be until we get to the bridge." Fluttershy fell to the ground, covering her eyes, small tears beginning to trickle down the side of her face.

"Listen uh Delta V," Twilight said, "maybe it's for the best if Fluttershy stays here with Pinkie." Delta V simply sighed, as he stood up, and made his way back to his team mate.

"Hey how come Pinkie Pie..." Rainbow inquired, before stopping herself midsentence, "oh right."

Location: Bridge of UNSC _Midway_, Everfree Forest, Year of Luna 0001 (Earth Year 2542) a few moments later

For the last few moments, as the two SPARTANS had led them through the Midway's main hanger bay towards the lift at the far end that would take them to the command bridge. The Ponies senses had been overwhelmed, by all sorts of alien sounds: engines revving, the sounds of saws and cutters as repair crews attempted to clear out all of the debris from the catapults. The odors of sweat, fuel oil, and exhaust from Longswords, Scorpions and Warthogs were enough to make some of the ponies want to gag.

"How do you people live like this," Rarity snapped, for the first time thankful that she was blindfolded.

"Hanger Decks and Repair Bays always are like that," Delta II replied, as they made their way onto the lift, "You get use to it after awhile." The lift made its way towards the bridge level. Once the doors had opened the two SPARTANS removed their blindfolds.

For Twilight the sight of the bridge was like she'd died and gone to heaven, terminals of every shape and size dotted, each manned by one or two technicians. In the center of the room was a large table, with a clear black surface, at the far end of which was a pedestal. She'd never dreamed anything this advanced could exist outside of science fiction.

"It's amazing that any species could build such a wonderful ship," Twilight said, to herself, "yet it's only purpose is to fight and kill."

With the exception of a small group of Marines, posted on either side of the lift, along the walls, and near the front, most of the bridge crew wore either solid green or white uniforms. This was the first time the ponies had gotten a good look at the Humans, and outside of their armor the Humans didn't seem all that intimidating.

"Ugh," Rarity said, "those outfits are even worse than the ones these, what are they called again? SPARTANS, Marines, ODSTs are wearing; no pony would dare go around wearing just one color, especially white or green."

"That's standard issued for all UNSC Military Personnel," one of the two figures standing at the front of the bridge said, "now I believe some explanations are in order, first who are you and where are we?" Twilight didn't know how to respond, she wasn't use to having to play diplomat.

"My name," the lavender unicorn said, trying to sound confident, "is Twilight Sparkle," Twilight began to blush as some of the crew began giggling, "these are my friends: Applejack, Rarity, and Rainbow Dash. My other two friends, Fluttershy and Pinkie Pie are outside with the rest of your soldiers. As for where you are, this is Equestria." McAffee and Ryan looked at each other, then again the name of the planet seemed to fit the inhabitants and as far as the UNSC was concerned this was unexplored territory.

"Now it's our turn to ask the questions," Rainbow shouted, pointing her hoof at the Admiral, an action which prompted the Marines to aim their assault rifles at her, however the Admiral motioned for them to stand down. "Who are you people and what are you doing here?"

"William McAffee," McAffee said, coldly, "Admiral Fourth Fleet, United Nations Space Command, and supreme commander of Operation: Revenge."

"Miranda Ryan," Ryan said, crossing her arms, for the first time the ponies noticed her right arm was made up of machinery, "Captain United Nations Space Command, Commanding Officer of the _Valiant_ Class Super Heavy Cruiser UNSC _Midway_."

"As for why we're here," McAffee continued, turning once again too gaze out the window, "we were conducting an operation in the Avalon System with the intent of capturing a Covenant _CSO_ Class Carrier. While we were successful in destroying the carrier's escorts and supply ships, and caused heavy damage to the carrier, it managed to slip into subspace, and we've been following her ever since." he motioned for Ryan to activate the Holographic Map in the center of the room, and to the Ponies amazement a 3D image appeared on the table, they almost all recognized the ship the image formed, it was the same ship they had seen crash the night before the Covenant attacked.

"SO YOU'RE THE REASON THE COVENANT ARE ATTACKING US," Rainbow shouted, with tears in her eyes, "YOU BROUGHT YOUR WAR TO OUR WORLD." Once again Applejack had to hold Rainbow back. Every Human on the bridge suddenly had their attention fixated on the cyan Pegasus, many remembered the fires they had detected prior to entering the planet's atmosphere and the signatures of Covenant weapons grade plasma, no not even the Covenant would go so far as to attack a neutral party.

"What did they do?" Ryan inquired. Twilight found it hard to form the words, the memory of that letter announcing Princess Celestia's death was still too much to bare.

"They," Twilight stammered, between sobs, "they killed our Princess when she tried to talk to them, and now they're attacking our cities, burning everything and killing or enslaving any Pony that gets in their way. They say our destruction or enslavement is the will of the Gods." The bridge fell silent, only a few murmurs could be heard "Blasted Covies." "My god it's Harvest all over again." McAffee removed his hat, and sighed, he still remembered how the war had started, how Humanity had offered to negotiate with the Covenant and how those negotiations turned into firefight that escalated into a bloodbath that reduced Harvest to little more than a ghost planet, he also remembered how the Covenant had broadcasted the same message to Humanity at the start of the war.

"I'm sorry," McAffee said, "spreading our war with the Covenant to your planet wasn't our intent the enemy simply made a blind jump and all we did was follow hoping to complete our mission before they landed," he slowly replaced his hat, "but that's all in the past, we now share a common enemy, the least I can do is offer to negotiate with your government for an alliance on behalf of the UNSC." Twilight didn't know what to say, was this a trick to draw Luna out into the open so they could finish what the Covenant started? Or where they being sincere?

"Twilight it has to be a trick," Rainbow muttered, "Don't forget these guys are why the Covenant is attacking us."

"But them Covenant varmints are also attacking these Humans," Applejack added, "don't forget I still have family trapped in Manehatten, and if these fellas can help get ma kin out I say we give them a chance." Twilight simply lowered her head. Her mind filled with countless what ifs. Finally she looked Rarity in the eye.

"Tell Spike to send a letter to Princess...I mean Queen Luna," Twilight said, "asking her to come to Ponyville at once, we may have found potential allies."

"But Twi.." Before Rarity had a chance to finish, Twilight cast a teleportation spell, and the white unicorn vanished. Needless to say the Humans were rather impressed, some even began to question if they were needed at all if this world's inhabitants could manipulate energy to the point of creating miniature black holes.

"Impressive," McAffee said.

"Yeah," Twilight said, trying to catch her breath, "but using Magic to teleport somepony over such a great distance takes a lot out of the user."

Location: Canterlot Hospital, Canterlot, Equestria, Year of Luna 0001 (Earth Year 2542) a few hours later

The Palace Guard Division were scurrying about in a state of total confusion, trying as best they could form a defensive stance, as Luna and the pink and purple Alicorn beside her made their way into the hospital. Princess Cadence had just returned from visiting her husband at the newly christened Celestia Line, and the news was even grimmer. The Covenant were on the move in the north, Trottingham had been leveled by a massive Covenant war machine, and the population either captured or executed, Appleheim and Barnlin had fallen, and their populations had either been captured or fled before the Covenant attacked and Batltimare was under siege, by Covenant artillery. The reports only seemed to get worse, at Barnlin, the entire 600 strong Barnlin Garrison had only managed to inflict 12 casualties on the enemy, before all but 8 were wiped out. Covenant Aircraft were bombing all areas of Equestria, even those behind the Celestia line, with the Pegasus Cities bearing the brunt of the onslaught. But even Canterlot itself wasn't immune a Covenant Phantom had hit the shopping district earlier in the day, but fortunately no casualties were reported.

The state of the trains that filled Canterlot's main rail terminal told the full story of what was happening in the north, the first trains carrying the wounded and refugees from the Covenant Occupation Zone had arrived in Canterlot. Some trains bore the marks of Covenant plasma or laser fire, others had cars that were completely gutted by fire, all signs that the Covenant had been attacking them all the way to the Celestia Line.

Luna and Cadence tried to maintain their royal demure, as they made their way through the hospital, inspecting the patients who'd been brought in. The doctors and nurses had never trained for anything of this magnitude or for treating wounds like these. The sight of Ponies covered in burns, with limbs severed, their beautiful coats drenched in their own blood, their ear splitting screams echoing throughout the hospital. From the corner of her eye Luna could see a nurse Pony simply standing there, with nothing but a shocked look to her face. Luna motioned for one of her guards to escort the Nurse out of hospital, however the moment the guard came within a hair of the Nurse she immediately freaked out, forcing the guard and a few of the orderlies to restrain her.

"Has it really come to this?" Cadence inquired. She'd once been the happiest of ponies, the filly she'd loved to foalsit for was now her sister-in-law, and she'd just married her beloved Shinning Armor. Now her husband was away at war and she had no way of knowing if Twilight or the others were alright.

"Tis not thy doing cousin," Luna replied. Before Cadence could reply, another guardspony came rushing in.

"My Queen," the guardspony said, kneeling before Luna, "a message has just come from Ponyville." Luna and Cadence both felt their hearts sink, had the Covenant attack Ponyville?

"What message?" Luna inquired, trying to maintain her demeanor.

"The Unicorn Twilight Sparkle asks that you come to Ponyville at once," the guardspony said, "she has located the second Alien ship, and said its occupants are whiling to negotiate an alliance with us against the Covenant." For the first time since the alien ships had arrived, Luna felt her spirits lift, though part of her doubted that these new aliens wanted an alliance of any kind. For all she or Cadence knew they were walking into a Covenant trap.

"Cousin are you sure it's wise to attend this meeting," Cadence inquired.

"I know tis suspicious," Luna replied, coldly, "but as Queen of Equestria, tis my duty to ensure our people are protected," she gazed at the wounded Ponies in the hospital, "if we are to have any hope of stopping the Covenant's advance and preventing more needless loss of life, we need all the aid we can muster," she turned to one of her escorts, "have my chariot prepared for departure."

"As you command my Queen," Luna rolled her eyes; she still wasn't use to being addressed as Queen.

"Cadence," Luna said, calmly, "I need thee to remain here and help care for the injured," Cadence wanted to protest, but then she turned and saw the confusion and suffering and simply nodded.

"If anything should happen to me," Luna said, placing her hoof on Cadence's shoulder, "as my cousin you shall be my successor." With that Luna motioned for her guards' detachment to follow her, as Cadence turned and made her way back into the nightmarish hospital, in her mind if she could ease the suffering of just one of these ponies it would keep a small flicker of hope alive for the others.

Stay tuned for Chapter III: Alliances


	3. Chapter 3

Friendship is Magic: The Covenant War

Chapter III

Alliances

Location: Everfree Forest, between UNSC Midway and Ponyville, a few hours later

The Warthog transport made its way through the wooded forest, carrying a combined cargo of Humans and Ponies. Two SPARTAN Snipers walked in front, providing escort, while in the back rode Admiral McAffee and the five remaining Ponies with two ODST troopers upfront standing watch, and two Marines in the cab. Twilight had been hesitant when Admiral McAffee asked that he be allowed to take six armed soldiers with him. However this was probably the one chance Equestria had to form any kind of alliance with the Human UNSC, maybe the presence of Human soldiers would help Queen Luna come around to the idea, and maybe show Ponyville that these Humans could at least be trusted. For much of the journey the group had barely exchanged glances with each other, it was only when one of the ODSTs noticed Fluttershy hiding under one of the seats that the silence was broken.

"Is there something bothering her?" The ODST inquired. It was rather odd all of the Ponies seemed rather uneasy about something

"It's nothing," Twilight said, trying her best to calm Fluttershy down.

"It's not nothing," McAffee replied, "is there something you're not telling us?"

"Well this is the Everfree Forest," Applejack added.

"Nice name," one of the ODSTs replied.

"Yeah," a Marine added, "looks like one of the forest my friends and I used to go hiking in back on Delta Serra."

"NICE," Rainbow shouted, "THIS IS THE EVERFREE FOREST IT'S THE SCARIEST PLACE IN EQUESTRIA." The troopers and SPARTANS tightened their grip on their weapons.

"What's wrong with this place," the other ODST inquired, "Covenant?"

"Are you kidding me son," Applejack added, "in the Everfree Forest the clouds move all on their own, plants grow on their own and the animals take care of themselves without the help of Ponies." To the shock of all the Ponies every Human simply broke out laughing.

"Really," one of the Marines said, laughing "You're afraid of some wild animals?"

"Of course," Pinkie added, "You see we Ponies take care of all the cute little animals, Fluttershy's the absolute best at that, all the animals love her well except the ones that live out here in the Everfree Forest, we also grow all the plants, and control the weather." The Humans suddenly exchanged confused looks.

"You mean you actually control the weather?" McAffee inquired, with interest.

"Like duh," Rainbow said, with a smirk, "You mean to say that a species that can travel through outer space hasn't been able to find a way to control the weather?"

"Humans simply adapt to our environments," McAffee replied, coldly, "we've learned that nature can only be tamed but never controlled, and too many times we've had to pay a heavy price for forgetting that lesson. As for controlling the weather the closest we've come is terra-forming the planets that form our colonies." As curious as Twilight had become at the Admiral's claims something in the back of her mind forced her to change the subject.

"Actually," Twilight said, "there's another reason Ponies fear the Everfree Forest. Millennia ago when Queen Shining Sun defeated Discord's Alliance of Chaos his surviving followers fled into the Everfree Forest, and something, something that wasn't any Pony or animal attacked and destroyed them all. The same thing happened to the followers of Nightmare Moon after Princess Celestia imprisoned her."

"Gee Twi," Applejack said, with a hint of fear to her voice, "I never heard that one before."

"You wouldn't," Twilight replied, "The only reference was a page in an old book back in Canterlot. Whatever it was even Starswirl the Bearded was afraid of it." The look on the Humans faces suddenly became one of concern, those who had their weapons drawn tightened their grips.

"I vote we change the subject," Fluttershy said, meekly.

"Agreed," Rainbow replied, having spotted the red Pegasus insignia on the shoulder of one of the ODSTs, "all right buddy spill it why are you wearing a Pegasus Cutie Mark?" The trooper simply looked at the Pegasus with confusion.

"I think she means your unit insignia Lieutenant," the other ODST replied.

"It's the symbol of our unit," the trooper replied, coldly, "the 115th ODST Division, aka the Red Pegasus."

"ODST huh," Rainbow replied, crossing her hooves, "You've said that a lot what does it mean anyway?"

"Orbital Drop Shock Trooper," the trooper replied, coldly, "We're the best, the elite, of the UNSC Marine Corps," he pointed his rifle at one of the SPARTANS, "only the Science Projects are considered more elite." Rainbow didn't know how to respond at first, but eventually found the words.

"Now wait a second," Rainbow shouted, "There's only one best of the best in Ponyville and that's me, Rainbow "Danger" Dash."

"Really now," the trooper replied, even though his face was covered by a visor, it was clear he was smiling, "How many times have you been dropped from a Starship deep behind enemy lines?"

"Uh well," Rainbow stammered, "none, but I could. I am the only Pegasus in Equestria to perform the Sonic Rainboom."

"Sounds more like something that'll make you a perfect target for Covie ground fire," the trooper replied. Dash suddenly felt her heart sink, it was the first time she'd met someone who wasn't impressed by her trademark move.

"Don't forget Rainbow," Twilight said, "they're soldiers and they're not from Equestria they've never seen a Sonic Rainboom."

"Still," one of the Marines added, "a living thing that can break the sound barrier on its own is quite impressive." Rainbow couldn't help but smile at the Marine's comment.

"Well at least some of you guys know how awesome I am," Rainbow said. Twilight simply rolled her eyes, if there was one trait about Rainbow Dash she hated it was that ego of hers.

Suddenly the two SPARTANS that had been in front of the Warthog raised their hands, signaling the vehicle to stop.

"Settlement located Admiral," one of the SPARTANS said, as he peered through the scope of his sniper rifle, "looks like we're expected, and not in a friendly way." Twilight wasn't surprised the Ponyville Division was being mobilized when they first departed, and the townsfolk had just begun erecting fortifications, even with Luna arriving any minute now the fortifications weren't even a quarter of the way finished and barely 2/3rds of the entire Ponyville Division had reported for duty. Through the scope of the rifle, the SPARTAN could make out the tell tale signs that they were ill prepared for a fight, the guards manning the road that connected Ponyville with the Everfree Forest were shaking like leaves, and were armed with just a helmet, bright gold leather armor, a bow and arrow, or a spear.

"Admiral," Twilight said, nervously, "I think it might be best if we go in on foot. You're not exactly welcome in Equestria yet." McAffee nodded in agreement, as he motioned for the other soldiers to dismount and ensure the Warthog was camouflaged well enough that any Covenant air patrols wouldn't spot it.

"Lead the way," McAffee said, facing Twilight.

Location: City Hall, Occupied Manehatten, Covenant Territories, Year of Luna 0001 (Earth Year 2542), a few minutes later

"Arbiter is it wise to trust this defector," Thel inquired, as he gazed at the sky blue unicorn who called herself Trixie. Of all the Heretics the Covenant had captured so far in their campaign, she'd been the only one whiling to accept the offer of joining the Covenant's cause, the rest had been divided into two groups, those strong enough would work to recover any Holy Relics that might still be intact beneath the captured cities and towns, those unable to work were simply executed, much to Thel's objections that such actions violated Sangheili honor, and that one couldn't trust a being who would betray her people. The Arbiter's cold gaze shifted to the unicorn that was surrounded by two Sangheili guards each with orders to shoot to kill if she tried anything.

"We'll soon find out if her information is true," the Arbiter said, not even bothering to gaze at his brother, "I've ordered the Heretic Punishment Wraith Battalion to lay siege to part of the Heretic's defensive line, which will draw the enemy's attention long enough for one of our Type-52s to slip past a section of their line unprotected by the shield, and deploy scout troops to conduct ground level recon of a village behind the lines. Of course the Type-52 will be cloaked to avoid detection by the enemy, and if they succeed we'll be able to start gathering further intelligence on the Heretics to the south and laying the ground work for a final ground offensive."

"Latest reports from the Huragok repair crews say most of the Type 52s cloaking systems were damaged by the explosions," Thel said. "There's a chance the cloaks could fail."

"A chance we have to take," the Arbiter replied.

"If they should fail?" Thel inquired

"Such is the way of war if they die, then they died laying the foundations of a new Covenant," The Arbiter replied, coldly. Thel simply hung his head, they'd taken casualties in the recent advances in the north, including KIAs, mostly Unggoy and Kig-Yars who'd become too trigger happy and charged ahead of the main force, but both he and the Arbiter knew that any losses would diminish their forces and they were unable to call for reinforcements, even if they were able to call in reinforcements Thel already knew the Arbiter would refuse, to do so would reveal his treachery to the Hierarchs, while the Heretics despite their losses could still rally a defense and stage a counterattack, something the Humans were exceptionally good at.

"You seem to forget Shipmaster," the Arbiter continued, "the other races of this outdated Alliance are nothing more than cannon fodder, to be sacrificed on the alter of the Gods." Thel didn't know how to respond; true he'd looked upon the lesser members of the Covenant as inferior to his Sangheili brothers, mostly because of the pride he took in knowing the Sangheili had been the first to sign the Writ of Union that created the Covenant so many millennia ago. Yet at the same time he felt pity for them, all had been forced into the Covenant by one means or another, means that to Thel brought even more shame and disgrace to the Covenant and to the Sangheili, the more of the war with the Humans and now the war with these new Heretics he saw the more regret he had of ever swearing that oath and the more he wished his people had never signed that document.

"If you'll excuse me Arbiter," Thel said, not even bothering to share eye contact with his brother, "I must return to my duties back at the ship." Trixie shot the Arbiter a smile that would've sent a chill down the spine of anyone else.

Once she had been Princess Celestia's prized student, before she was expelled for cheating only to be replaced the same day by Twilight Sparkle, the one Pony in all of Equestria she hated more than Celestia. At first she thought a stage show, and some tall tales would help her win back her place at the Princess' side, but when Twilight exposed her deceit in Ponyville, the Princess had banished her from the capital. Since that night, Trixie had wondered all across Equestria, an outcast who'd become obsessed with strengthening her magic, all the while growing angrier at both Twilight and the Princess. Eventually her anger and hate had consumed her completely, though she still looked like a Pony on the outside, the spark in her eye told all that her heart was as black as the blackest night, she would burn all of Equestria to ashes if it meant taking revenge on Twilight. The only reason she'd been in Manehatten when the Covenant invaded, was to purchase a rare magical artifact, and seeing her former mentor cut down so easily filled Trixie's black heart with joy, this was her chance, her chance to take revenge on Twilight, and as an added bonus rule Equestria herself.

"Why do you put up with him if you hate him so much," Trixie inquired.

"Thel," The Arbiter replied, "has his uses," his next statement was as cold as ice, "for now."

"Seems to me you should find a more suitable second in command," Trixie said, smiling. It was at that moment the Arbiter grabbed her by the neck.

"Know this Heretic," the Arbiter snarled, angrily, "I only trust you so far, if the information you've given us is correct you'll be amply rewarded. But if you've tried to deceive me," his energy sword roared to life, "you will not live to see your world's sun rise."

Location: Outside Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542) a few moments later

The sight of the armored Aliens approaching the entrance to Ponyville was enough to send chills down the guardsponies spines. With the exception of the 600 Royal Guards who protected Queen Luna and Princess Cadence, the Palace and Canterlot Divisions were the only standing army in Equestria with any form of military training, and even then it was little more than parade ground maneuvers. The rest of the Royal Army of Equestria was made up of Divisions drawn from the various cities, towns, and villages scattered across Equestria, and were maintained by the local governments and could only be called up for war if an order came from Canterlot itself, which was a rarity except when a dignitary from Canterlot visited, and even then they were little more than just for show, many barely knew how to use their weapons.

Atop the unfinished barricades surrounding Ponyville's connection to the Everfree Forest, were a small number of archers, bows drawn and ready to fire the moment the commander gave the signal. At the main gate the two Spearponies assigned to protect the entrance assumed fighting stances, ready to charge the moment they were given the order. As the Aliens drew closer, the soldiers tightened their grips on their rifles, forming a defensive circle around McAffee and the five Ponies, for the troopers it was a rather odd sight, gold armor wasn't that simply begging the enemy to notice you? weapons that hadn't been used by Humans for anything more than hunting, symbolism or desperation for centuries? For what seemed like an eternity the two sides stood facing each other, weapons drawn waiting for either commander to order an attack or one hot headed soldier to fire first.

"Wait," Twilight shouted, running in front of the troopers, "They're on our side." The Archer and Spearponies exchanged confused looks. Aliens that were on the side of the Ponies? It seemed almost too good to be true? Was it possible that it was a Covenant trap?

"It's true," Pinkie added, skipping out of the forest, "they got this really big space ship, full of all kinds of neato things. Oh and these big ones rarely seem to talk, but the other ones with visors they seem to enjoy talking, and we convinced their leader to come meet with Princess...oh silly me I mean Queen Luna," Twilight sighed as she shoved her hoof into Pinkie's mouth.

"I think they got the point," Twilight said. The Guardsponies looked at each other for a few moments, these were the barriers of the Elements of Harmony, they would never lie, one by one the Ponies reluctantly lowered their weapons, followed soon after by their UNSC counterparts.

"Oh goodie," Pinkie said, happily, "now all we have to do is throw a great big Welcome to Ponyville Party for..." before Pinkie had a chance to finish her statement, Twilight cut her off.

"I think we have more important things to worry about," Twilight groaned.

"I'll say we have," Rarity said, rushing out of the gates, "Queen Luna's due to arrive any minute and one simply can't meet royalty dressed like a bunch of ruffians. I mean that shade of brown should be used for accents only, and don't get me started on the armor colors." It was at that moment McAffee cut her off.

"Listen," McAffee said, with a hint of annoyance to his voice, "we left the Terra Nova Space Port for a combat assignment, we weren't expecting to have to conduct diplomacy."

"It's okay Admiral," Twilight said, trying to maintain her calm, "I'm sure Luna won't mind, I mean why would she mind? It's only the fate of Equestria we're talking about here and it's not like I'm worried she won't keep me on as her personal student if things go wrong..." It was at that moment Applejack shoved her hoof into Twilight's mouth.

"Calm down sugercube," Applejack said, "I'm sure everything will work out, freaking out isn't going to help Equestria." It was at that moment the blaring of trumpets broke the silence that fell over Ponyville.

"Oh no it's Luna's precession," Twilight said to herself. "Well it's now or never."

Location: Townhall, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542)

For the Humans entering Ponyville was like stepping back in time, the town resembled the old medieval villages that existed in Europe back on Earth, or in old storybooks. Some of the buildings resembled cottages or other buildings found on Earth at the turn of the century, others seemed as though they were built directly into a tree. As the group of Humans and Ponies made their way towards Townhall, the population of Ponyville was either out in force to catch a glimpse of the Aliens or hiding in their homes, hoping the Aliens didn't notice them. Ponyville had so far been spared the Covenants air attacks against Equestria's southern cities and towns, but the residents didn't know how much longer their luck would hold out.

The Humans eyed the Ponies with gazes that indicted there was still a lot to do in order to build trust between Equestria and the UNSC, trust that would have to be built quickly if any alliance against the Covenant forces in the north was to have a chance of driving the invaders from Equestria. As the group approached Townhall, the Humans caught a glimpse of a midnight blue Alicorn surrounded by at least a dozen or so Royal Guardsponies, in addition to a middle aged brown mare.

"GREETINGS TWILIGHT SPARKLE," the Alicorn shouted.

"Hello uh Queen Luna," Twilight replied, "Uh do you think you could uh not use the Royal Canterlot Voice?" Luna remained silent for a few moments.

"We take it that these are the Alien allies thy friend Rarity spoke of," Luna inquired, gesturing towards the Humans, specifically the middle aged Human, clad in a dark green uniform.

"Yes your highness," Twilight replied, "This is Admiral McAffee, the leader of the UNSC _Midway_ and its' crew," McAffee remained silent, even on Alien worlds politicians never changed.

"Tis there a reason you don't speak to us Admiral," Luna inquired, addressing the Human leader for the first time, "and tis there a reason you bring armed soldiers into one of our villages?"

"Trust is something you'll find Humans are short on," McAffee replied, "as for these soldiers; they're simply my escort and personal bodyguards."

"Uh Admiral," Rarity said, pulling on McAffee's uniform shirt, "you're suppose to address her as your highness." It seemed even on other planets rank still had its' place.

"Indeed," Luna replied, with a hint of annoyance to her voice, "thou would be wise to heed Lady Rarity's advice Admiral. Yest ye learn that trust is something that even we are short on." Ponyville fell silent as the two leaders faced each other. The Human soldiers and Luna's Royal Guardsponies grasped their weapons tighter.

"Very well your highness," McAffee said, as he motioned for his soldiers to stand down, "we're here to talk not to fight."

"Why do we doubt that?" Luna replied, refusing to let her guard down.

"The choice is yours your highness," McAffee replied. Luna remained lost in thought, but eventually she spoke a phrase that would forever alter the course of Pony History, "Very well."

"Before we negotiate I have one condition," McAffee said, coldly, "My two Marines accompany me as my escort."

"It seems thou trust tis something we'll have to earn," Luna replied, eyeing the rest of Human troopers, "If we allow your Marines to accompany us, what of the rest of your soldiers?"

"The rest of my men will remain outside," McAffee said, "all I ask is that they be provided with some food."

"Ohhhh," Pinkie shouted, "Let me handle that part your highness. They can stay at Sugar Cube Corner, they all seem to enjoy cupcakes and we can throw a great big We've Been Here for 20 Minutes Welcome to Ponyville Party."

"And what of the Covenant," Luna inquired, "can we trust that your soldiers will stand and fight alongside ours should we be attacked while negotiating?"

"Your highness," McAffee replied, "in that regard we don't have a choice."

"Lady Pinkie Pie's offer is thy's to chose Admiral," Luna said, her gaze suddenly grew cold, "But be warned we shall hold thee responsible for any problems your soldiers cause and if they abandon us." McAffee motioned for one of the ODSTs.

"I'm turning over command to you Lieutenant," McAffee said, "do you think you can keep everything under control until negotiations are done."

"Trust me sir it'll be easy," the Lieutenant gazed at Pinkie for a few seconds, "Besides the men haven't had any down time in weeks." McAffee turned to face Luna.

"Very well we accept," McAffee said. With that McAffee removed his sidearm and tossed it to the ground.

"Sir are you sure it's **w**ise to go in unarmed?" One of the SPARTANS inquired.

"Maybe but right now it's the best course of action," McAffee replied.

Location: Inside Townhall, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542) a few minutes later

Tensions between the Humans and Ponies were eased somewhat by McAffee discarding his personal weapon and ordering his two Marine Escorts to remain outside of the main chamber, and only to enter if they felt his life was in danger. In the center of the room was a large circular table, normally the table would've been elaborately decorated and would've been used to entertain a visiting Canterlot dignitary, but given all that had happened the Mayor decided to forego any formalities. The twelve Royal Guardponies took up positions on either side of their Queen, the Guardsponies trying with all their might to maintain their normally stone like expressions. McAffee gazed across the table at his Pony opposites. With the exception of Pinkie Pie and Applejack, who'd headed to the train station to meet the inbound refugee trains from Appleloosa and Manehatten, Twilight and her friends had joined Luna and the town's Mayor in negotiating with the Humans. The Guardsponies grasped their spears tighter, as McAffee reached into the pocket of his jacket.

"REALLY," Rainbow shouted, as McAffee placed a small microchip on the table, "THAT LITTLE THING IS WHY YOU INSISTED ON BRINGING SIX ARMED SOLDIERS?"

"Back home we have a saying," McAffee replied, "Don't judge a book by its cover. The danger of this falling into the Covenant's hands is too great to leave up to chance, what you see here is the heart and soul of all UNSC vessels."

"Pfftt," Rainbow moaned, "Lame, you mean your great big starship can't work without a little bitty piece of crystal." It was at that moment a glowing blue figure materialized on the chip.

"Actually the _Midway_ would run fine without me," Elita said, "just not at 100% efficiency."

"What magic tis this?" Luna inquired.

"This is Elita," McAffee replied, "The _Midway_'s Artificial Intelligence."

"Wait you mean your ship can think?" Twilight inquired.

"Not quite," McAffee replied, "it's rather complicated but Elita's job is to essentially run the day to day technical operations, and to answer Rainbow's question on why I insisted on bringing six armed soldiers, it's against protocol for a Ship AI to fall into the hands of the enemy, if they were to gain control of Elita they would know everything about us, our history, current research, force deployments, and most importantly the location of our home world: Earth." Twilight's eyes lit up, an actual living library, she'd tried numerous times to create something similar to Elita using magic but it had always ended with her spells counter-acting each other, the thought of what she could learn by spending just one minute with a Human AI, it was almost too much for her to handle.

"Lady Rarity's letter informed us of thy own war with the Covenant invaders," Luna inquired, there would be time for technical talk later, "Tis there any truth to her claims?"

"As much as I would love to say no," McAffee replied, sighing, "What Rarity put in that letter is the truth, your highness." the look on all the Ponies faces, with the exception of Twilight and her friends, suddenly grew cold.

"THOU MEANS TIS TRUE," Luna roared, "THOU HATH BROUGHT YE'S BLOOD FEUD TO EQUESTRIA?"

"Spreading the war wasn't our intent," McAffee replied, "the Covenant made a blind jump into slip space, the fact they found your world was a one in a trillion chance. The fact I was even willing to consider risking the safety of the UNSC, by bringing Elita with me should tell you something of my intentions now." Luna had to admit there was truth to what the Admiral was saying.

"But still," the Mayor added, "That's no excuse for bringing your war to our world." McAffee simply sighed, just like the politicians back on Earth, the Queen and the Mayor failed to grasp just what it was they were up against.

"Elita bring up the current battle map," McAffee said, the hologram simply nodded, before fading away, and reappearing as a large map of the galaxy, outlining territory controlled by the UNSC and the Covenant, with a yellow dot in the bottom corner of the screen indicating the Midway's current location. To the ponies the sheer size of the Human and Covenant Galactic Empires was staggering, just the fact both sides had extended their domains as far as they had, and the fact that both Empires even existed told the Ponies something about how far behind Equestria had lagged when compared with the Galactic juggernaughts they were now faced with. For Twilight and her friends, the thoughts of what Equestria could gain from an alliance with the Humans in terms of knowledge was staggering.

For Luna the sight of the map had made her decision even harder, for the first time she truely grasped the big picture, Equestria was caught in the middle of a war between two galactic superpowers and both sides now knew Equestria's location, even if the Covenant was defeated, both sides still possessed the military and technological might to create and maintain Galaxy spanning empires, what would stop the Covenant from returning with an even larger fleet and an even larger army? What would stop an alliance with these Humans from turning into a military occupation? Her thoughts turned back to the issue of the Covenant, it eased her mind that for now at least they shared the same enemy, but for how much longer? Annihilation at the hands of the Covenant or annexation by the UNSC, every scenario Luna ran through her mind came out the same, regardless of which side won the larger war, in its current state Equestria would be at the mercy of the victor.

"If we choose to accept thy offer of an alliance," Luna said, breaking the silence that had fallen over the room, "we desire something in return. Thou shalt share all thy knowledge with us." McAffee simply looked at the Night Queen, what he was about to say would be grounds for his execution for high treason, but both Humanity and Ponykind needed allies.

"We'll share only that which we feel doesn't compromise the safety of our home world or our colonies," McAffee replied, as he gazed across the room, at the ponies, "Before you make your decision on the issue of an alliance, your highness allow me to ask do you think regardless of what decision is made in this room you'll be able to defeat the Covenant and return to how things were before they attacked?" Luna remained silent, true Equestria had been blessed with over a millennium of uninterrupted peace and harmony, but at what cost? Isolation from the rest of the galaxy and technological stagnation, recent events had shown that even with Magic, Ponykind was no match for the Covenant's might. For the first time, Luna truly grasped the price Equestria was having to pay for having attained the peace and harmony her sister's rule had brought.

But that was then the peaceful rule of her sister was a thing of the past, for Luna this war would define her reign, if Ponykind was to survive in this new world they had to change and adapt. Regardless of what her decision was she knew it would be hard for her people to accept, but her sister had always said there were times when one had to accept the lesser of two evils to attain a greater good.

"Very well we accept ye's offer of an alliance," Luna said, as her eyes lit up with rage, "BUT BE WARNED ADMIRAL IF THY ATTEMPTS TO DESCEVE US THOU SHALT PAY WITH THY LIFE."

"Agreed," was all McAffee said. Twilight couldn't help but breathe a sigh of relief, for a few moments it looked as though it would be clear sailing. However Twilight's relief was soon shattered when Luna spoke.

"Twilight Sparkle we would like to speak with thee in private," Luna said

Location: Mayor's Office, Townhall, a few moments later, Free Territories, Year of Luna 0001 (Earth Year 2542)

For Twilight, it felt like an eternity had passed since Queen Luna had agreed to the alliance with the Humans, but now Twilight was really worried. Even though she knew she'd eventually have to face Luna about her future, she couldn't help but wonder if she had done the right thing by asking the Humans to come to Ponyville? Twilight paced back and forth trying to put what the Queen might be intending for her out of her mind.

"Twilight Sparkle," Luna said, catching Twilight off guard.

"Your highness," Twilight said, smiling, "You you said you wished to speak with me?"

"Indeed," Luna replied, "thy can relax for we have no intent of replacing thee as our personal student." Twilight breathed a sigh of relief, feeling as though a massive weight had been lifted from her shoulder.

"Yet understand Twilight Sparkle," Luna continued, "We are not our sister, we expect our student to be on time and punctual with all her assignments."

"Yes anything you say your highness," Twilight said, bowing.

"We are appointing thee as liaison between us and the Humans," Luna continued, "thy shalt report to us any information that will help us turn the tide of this war, or any signs of deception on the part of the Humans." Twilight looked at the Queen with a confused gaze.

"I don't understand your highness," Twilight inquired.

"Though we have gained an ally," Luna replied, "we know not their true intentions. For Ponykind to endure, we must learn all we can of both the Humans and the enemy."

"But why me your highness," Twilight inquired, "I'm a librarian not a soldier or a diplomat." Luna simply put her hoof on Twilight's shoulder.

"Ye are stronger then thy knows," Luna replied, smiling, "Equestria hath changed Twilight Sparkle, we all hath a role to play in this war." Before Twilight had a chance to reply, they were interrupted by a Guardspony barging into the office.

"Forgive me your highness," The Guardspony said, "It's urgent that you return to the meeting."

"What tis the problem," Luna inquired.

"The Human Admiral is requesting your presence," the Guardspony replied. Without so much as a reply, Luna and Twilight raced back to the main meeting room, where they found everyone gathered around the table. Even more shocking to Luna and Twilight, McAffee had ordered his two Marine guards into the room.

"Your highness," McAffee said, taking notice of the Queen's entrance, "it seems we have company, Elita." The Hologram simply nodded.

"The _Midway_'s sensors picked up a Covenant Phantom heading for the town," Elita said, crossing her arms.

"Phantom?" Twilight inquired.

"Covenant troop carrier," McAffee replied.

"How many troops Admiral," the Mayor said.

"Unknown," McAffee replied, "not counting the five crew, we're looking at between 16 and 30 Covenant Troops of various types," he turned to Elita, "have the scanners picked up any other Phantoms or Spirits?" Elita remained silent for a few moments before replying, "Negative, just the one." Something wasn't right, Covenant troop carriers usually traveled in pairs or in packs.

"What are we going to do," the Mayor said, trying her best to hide her own fear. "The Ponyville Guard isn't fully mobilized," McAffee cut her off.

"It's just a guess," McAffee replied, "but it's likely a scout ship, or a lost supply ship, my gut instincts tell me the same," he sighed, "however I wouldn't write off that there are more heading this way, or they've already deployed troops." Queen Luna turned to face the Mayor.

"Madame Mayor deploy all Guard units," before Luna could finish her statement, McAffee cut her off.

"Forgive the interruption your highness," McAffee said, "but you don't know if it's simply a scout ship or if they're gathering an assault force to attack Ponyville."

"He does have a point," Twilight added. Luna remained silent, part of her was eager to see if this new alliance would help turn the tide, but there was still doubt in her mind if the Humans would indeed stand and fight.

"Very well Admiral," Luna said, with a cold tone, "what tis thy plan?"

"The Covenant believe themselves superior to every creature in the Galaxy," McAffee said, crossing his arms, "But they have a weakness, overconfidence."

"How so?" Luna inquired.

"If what we've heard is correct the Covenant haven't encountered organized resistance from you Ponies," McAffee replied, "and for the moment they don't know we followed them through slip space. Likely any Covenant forces heading for Ponyville won't expect resistance, this gives us the advantage of surprise," he turned to face Twilight, "can you pull something out of someone's hand?" Twilight simply laughed.

"In my sleep," Twilight replied, with a smile, "that's Magic Kindergarten level."

"Thy still hasn't answer our question," Luna added, "what tis thy plan."

"An ambush," McAffee replied, "standard Covenant formation is that they always put their smaller troops out front with an Elite or a Brute following close behind providing leadership, eliminate that commander and you break the Covenant's will to fight. The plan is for Ponyville's population to remain hidden, which should give the enemy the false impression that the town is abandoned. Once the Phantom withdrawals, and the enemy ground force comes within range of Sugar Cube Corner, my two SPARTANS will take out the leader, while at the sometime Twilight here will use her," he paused for a moment, "magic to strip the Covies of their weapons, once the leader is down and the remaining Covies are disarmed the Marines and ODSTs hidden in Sugar Cube Corner will take out the survivors."

"But that doesn't seem fair," Fluttershy added, "You'll actually kill defenseless creatures." The Marines shot the yellow Pegasus the coldest stares she'd ever seen.

"After everything the Covenant has done to us," one of the Marines replied, angrily, "the billions of Humans who have died at their hands, the friends they've crippled, the families they've wiped out, the generations they've destroyed, the countless worlds they've reduced to wastelands. The only mercy we intend to show the Covenant is a quick death." The room fell silent, Fluttershy couldn't believe what she had just heard, war in Equestria was a thing that was supposed to be a thing of the past, Ponies had learned to forgive their enemies, no matter what they had done, even Discord and Nightmare Moon's followers were all eventually forgiven, the ones that didn't make the mistake of fleeing into the Everfree Forest. But the Humans and the Covenant, no matter what scenario Fluttershy ran through her head, she couldn't understand what had transpired between them to make them hate each other so much? Luna simply looked at the Humans gathered before her; this was the opportunity to see just how well the Humans held up in battle with the Covenant.

"Very well Admiral," Luna replied, trying her best not to show emotion, "Thy hath our permission to carry out thy plan." McAffee simply nodded.

"Elita ETA to enemy arrival," McAffee inquired.

"An hour maybe less," Elita replied. McAffee turned his attention to the two Marines.

"Corporal," McAffee said, "locate Sugar Cube Corner, inform Delta III and IV to report to Townhall, and instruct the others to prepare for combat," he then turned his attention to the Mayor, "Madame Mayor, if your town has any type of Air Raid siren, now would be the time to use it," he then turned to Rainbow, "How fast can you fly?"

"Pffft," Rainbow replied, laughing, "I'm the fastest flyer in all of Equestria."

"Then find your friend," McAffee said.

Location: Ponyville Train Station, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542), a few moments later

Applejack tried her best not to hurl as she made her way through the Train Station, the mayor had ordered any Pony with medical experience to report to the train station to assist the refugees coming in from Appleloosa and Manehatten. The sight before her was something she had never expected, and never wanted to see again, Ponies and Buffalo mangled, many beyond recognition, their beautiful coats covered in blood or Plasma burns, the blood had turned the Train Station's boarding platform into a river, forcing Applejack to do all she could to keep her balance, severed limbs laid scattered across the platform. Applejack could hear many of the doctors and nurses talking, about how Ponies and Buffalo had been removed from the trains with limbs shot off, numerous doctors and nurses looked as though they hadn't slept in days, or were close to hitting their breaking points owing in no small part to the types of injuries they were seeing. They'd treated everything from simple cuts to broken wings, but this was something they'd never dreamed possible.

Applejack tried her best to drum out the sounds of the screams; her entire focus was on locating any of her relatives that managed to get on one of the trains from Manehatten or Appleloosa. Her spirits lifted when she spotted a cross eyed grey Pegasus assisting a group of doctors attending, a yellow colt clad in a tattered brown vest and charred cowboy hat.

"Cousin Braeburn," Applejack shouted, as she raced to her cousin's side.

"Cousin Applejack," Braeburn replied, smiling. It was at that moment she noticed the large Plasma burn running down her cousin's back.

"What happened?" Applejack inquired, "where's the rest of our kin?"

"I was out in the Apple Orchard," Braeburn replied, lowering his head, "when them Aliens bombed the town," a tear formed in the stallion's eye, "they burned everything including the Apple Orchards, then hit the Buffalo Village when they came to our aid, they killed any Pony that moved. I was lucky to get on the evacuation train before the station was hit, after that I don't know what happened to the others." Before Applejack had a chance to reply the sounds of sirens echoing in the distance.

"APPLEJACK," Rainbow shouted, as she emerged from the crowd, "I've been looking for you everywhere, those Humans say there's a Covenant attack ship heading right for Ponyville." Applejack felt her heart leap into her throat, as she looked around at the wounded and dying Ponies and Buffalo, they'd already been through a nightmare and now they were about to experience it again.

"AJ," Rainbow continued, regaining Applejack's attention, "did you hear me Queen Luna and the Mayor have ordered everyone to take cover."

"RD," Applejack replied, trying to hold back her tears, "I can't leave ma kin like this." Before Rainbow had a chance to reply, Derpy cut her off.

"Don't worry Rainbow Dash," Derpy said, happily, "I'll make sure Applejack's cousins are taken care of." Rainbow simply shot Derpy a cold stare.

"No Derpy," Rainbow said, coldly, "I want you to go home and stay there until this blows over." Derpy tried to protest but Rainbow wouldn't hear it, leaving the grey Pegasus sitting there with tears in her crossed eyes.

"Rainbow you're not being fair, Derpy maybe clumsy but she's still your sister and she just wants to help," Applejack interjected. Rainbow still didn't reply, she hated having to be the heavy hand when it came to her sister, but Derpy was the only family she had left since their parents had been killed in an air show accident while they were away at flight school.

"Derpy," Rainbow said, with a heavy sigh, "Help AJ get her relatives to cover and stay there." A smile filled Derpy's face, as she began helping to move the injured into the Train Station.

"Be careful D," Rainbow said, as she raced back to Townhall.

"Same to you R," Derpy replied, as she struggled to keep her balance on the blood covered boarding platform, while watching her sister fly off.

Location: Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542), an hour later

Most days Ponyville was one of the most lively of towns, it's location between Canterlot and the major cities to the south made it a popular hub for travelers and merchants heading for the capital or just stopping off to sell their merchandise, but that was before the sirens sounded, now the streets of Ponyville resembled a ghost town, every inhabitant having taken cover in whatever structure they could find, the only sounds of activity being the Human Marines and ODSTs in Sugar Cube Cornor readying their weapons for what was about to happen, the SPARTAN Snipers having taken up their positions on the top floor of Townhall.

Twilight paced the floor, trying her best to hide her fear. She remembered how scared she'd been when they'd first encountered the Humans, but now she was absolutely terrified. True she'd faced Dragons, Monsters, and a god of chaos, and even the fear of being tardy in the past, but this, this would be far different, all those creatures could be imprisoned or reasoned with, but from what she'd read in the reports from the Occupied Territories, there would be no reasoning with the Covenant once they arrived, this time it would be kill or be killed.

"The first time's always the worst," one of the Marines said, as he finsihed checking his assault rifle.

"You mean you're actually scared," Twilight inquired, fear was something she'd never expected Humans to show.

"We're all scared," one of the ODSTs added, "every drop, every deployment, the fear that it will be our last is always in the back of our minds. Some allow that fear to consume them, they just freeze, unable to move or perform their duty, others simply loose it and they become a danger to themselves, the mission, civilians, and their unit. In the end what helps you overcome the fear is knowing your fellow soldiers have your back no matter what." Twilight couldn't help but smile.

"It's funny," Twilight said, "that actually sounded like a lesson on friendship." Before the troopers could form a reply, a coded message came over their headsets: COVENANT PHANTOM DEPLOYING TROOPS ON OUTSKIRTS OF PONYVILLE. From the look on the Marines faces Twilight knew this was it, there was no turning back.

In Townhall, Queen Luna had nearly warn a hole in the floor with her pacing, the Queen in her wanted to demand that McAffee and his soldiers aid the Ponyville Guard in repealing the invaders, yet she was still reminded of what had befallen her sister's expedition. Now it would be the moment of truth, to see if the alliance between Human and Pony was more than just talk.

"Delta III's reporting in," Elita said, gaining the attention of everyone in the room, "The Phantom's heading back to the north, but five Covenant ground troops are making their way into Ponyville."

"IDs," McAffee inquired, crossing his arms.

"Delta III reports standard patrol formation," Elita replied, "four Grunts out in front, an Elite in the back."

"Tell Delta III and Delta IV to hold their fire until they're in range of Sugar Cube Corner," McAffee replied, "then take out the Elite."

Down at Sugar Cube Corner, the seconds felt like an eternity, outside Twilight could hear the muffled sounds of breathing, she poked her head up briefly and spied the first of the Grunts moving onto the street. It looked no bigger than a large Pony, with orange armor, on the back of which was a large tank and a series of hoses that connected to a breathing mask that covered the Alien's mouth.

"MOVE IT YOU WORTHLESS CREATENS," a loud threatening voice shouted, "the Arbiter demands this village be scouted as soon as possible." Twilight ducked back down, of all the Aliens the Elite was by far the most terrifying, clad in bright blue armor with a mouth that opened into four separate mandibles. However before the Elite had a chance to respond, two shots rang out from the direction of Townhall. The first struck the Elite dead center, breaking his protective shield; the second however found its mark, striking the massive Alien in his head, dead center, causing his head to erupt in a pool of purple blood. The Elite's body hadn't even hit the ground, when Twilight sprang into action, she focused all her magic on the confused Grunts, who were racing to try and draw their Plasma Pistols. However the moment the Grunts touched their weapons the Plasma Pistols were surrounded by a bright purple force field, and pulled out their hands, before being pulled into Sugar Cube Corner.

By now panic had begun to set in, as the Grunts attempted to try and flee, but no sooner had they begun to fall back, the windows of Sugar Cube Corner exploded, as the Marines opened up on the retreating Grunts, a few seconds later the door also exploded outwards, as the ODSTs emptied their weapons into the retreating Grunts. One by one the bullets found their marks, punching through the Grunts armor and skin, as though it wasn't there, others penetrated the tanks on their backs, causing them to gasp for breath. By the time the shooting had stopped, three of the four Grunts along with their Elite commander lay dead, the fourth Grunt had managed to crawl his way to the wall of a nearby shop, his breathing tank was filled with bullet holes, and one of the hoses connecting it to his breathing mask had been severed, the sounds of the gas that filled the tank leaking out filled the air. Slowly Twilight and the Humans made their way out of Sugar Cube Corner. As they approached the injured Grunt, something happened that Twilight had never expected, in a fit of rage one of the ODSTs emptied his remaining clip into the Grunt, killing him almost instantly.

"560," the ODST said, under his breath.

"Why would you do that?" Twilight inquired, with a confused look. The ODST simply grunted.

"The Covenant have killed billions of Humans," the ODST snarled, "because they think their gods, if they were really gods they wouldn't bleed." With that the ODST made his way back into Sugar Cube Corner.

"Covenant wiped out the sergeant's entire home colony," one of the Marines added, "he vowed to kill a thousand Covies for every Human they killed on Sierra." Twilight didn't know how to respond. Part of her was outraged that the ODST had killed a defenseless creature, but after hearing the Marine's explanation she began to wonder, for all the pain and suffering the Covenant had inflicted on Ponykind would she have done the same thing?

Location: Townhall, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542), a few minutes later

For Luna the news that the Covenant Patrol had been completely annihilated was the first good news she'd heard since the war had begun, however her mood soon darkened when she noticed McAffee didn't seem at all pleased with their victory.

"Tis something bothering thee Admiral," Luna inquired. "Thy should be celebrating thy victory."

"Forgive me your highness," McAffee replied, "but all we did was take out a patrol, and if they could sneak a Phantom passed your main defense line it's only a matter of time before they send their army south." Luna felt her heart sink, so far the Celestia Line had been holding, but how much longer was anypony's guess.

"However your highness," McAffee continued, "we do have one advantage, the Covenant's main weapon, their carrier, was badly damaged when we ambushed it, and given the amount of resources needed to repair the ship, the Covenant commander likely won't risk launching a major offensive until he's sure he can win."

"How long does thou believe we have until the enemy comes?" Luna inquired.

"That I don't know," McAffee replied, "it may be a few days or a few weeks before the Covenant send out a search party to try and find the patrol we took out, but what I'm worried about are beings on Equestria that would be more then whiling to cast their lot with the Covenant." The look to Luna's face became one of concern, true Equestria had known harmony for years but the remnants of the Alliance of Chaos were still out there: Griffins, Changelings, Ponies who had cast their lot with Discord during the Great War, true Ponies were peaceful, but they still had many enemies who would jump at a chance to take revenge for the defeat Queen Shining Sun had inflicted on them. But maybe if the Humans could train the Royal Army and protect the approaches to Canterlot, there was still a chance the war could be won.

"Admiral," Luna said, "is it possible to move thy warship to Ponyville?"

Stay Tuned for Chapter IV: War Games


	4. Chapter 4

Friendship is Magic: the Covenant War

Chapter IV

Recruitment

Location: Ponyville Library, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542), two days later

"Oh," Twilight moaned, as she raced through her library, "where are my quills?" The look to her face was one of absolute panic as she tore through shelf after shelf looking for quills, paper and any book that could possibly be of use when it came to dealing with the Humans. It had only been two days since Queen Luna had not only made Twilight her personal student, but had given her task of serving as liaison between the Human UNSC and Equestria, and to learn all she could about what the Humans were capable of as well as their knowledge of the Covenant.

"Twilight calm down," Spike said, rolling his eyes.

"I need the _Pony's Guide to Encountering Strange and Exotic Creatures_ Volumes 1-156 where are they," Twilight said, ignoring Spike's protests, as she continued to tear through shelf after shelf.

"I know," Twilight said, as she pulled open a drawer to her desk, pulling out a huge stack of note cards, "I'll make notes on everything I learn from that AI, right down to the basics."

"Twilight calm down," Spike shouted, finally getting Twilight's attention, "you're over reacting, again. Besides I doubt Luna will care if you don't send a report right away." Twilight turned to face Spike, her eyes alight with fury.

"Calm down," Twilight said, trying to her best not to panic, "CALM DOWN, in just two days my entire world has been turned upside down, Princess Celestia's dead, I haven't had any word on either my brother or sister-in-law." It was the first time since the letter announcing Celestia's death had arrived that Twilight had a chance to let all that had transpired sink in. Princess Celestia, the teacher who had been like a mother to her had been killed in a few seconds, her BBBFF and her beloved sister-in-law had yet to contact her, war was spreading across all of Equestria with no end in sight. All she heard were rumors: Queen Luna had ordered the mobilization of every City and Town Guard in Equestria and Princess Cadence had also ordered the mobilization of the Crystal Empire's Imperial Army, something not done since the Great War.

In her mind it was as though her perfectly ordered world was crumbling around her. Maybe if she and her friends had been there when the Covenant first attacked...with that thought Twilight simply broke down in tears, Celestia's death, her brother and sister-in-law missing it was all too much to bare. Spike wanted to say something, anything to try and cheer Twilight up.

"Twilight," Spike finally said, placing his hand on her shoulder, "You know I'll always be here for you." Through her tears Twilight simply smiled. In the end this was something Twilight had to come to terms with on her own. All he and her friends could do was be there to provide a shoulder or her to cry on when she needed it.

However a sound from outside soon brought Twilight back to her senses. It was the sounds of stampeding Ponies. Twilight raced to the window, just in time to see nearly the entire population of Ponyville racing towards Sweet Apple Acres.

"Pinkie what's going on?" Twilight said, spying Pinkie bouncing in the crowd.

"Haven't you heard the Humans are moving their ship into Ponyville today," Pinkie replied. Twilight let out a loud gasp. How could she have forgotten? Queen Luna had asked the Humans to move the _Midway_ closer to Ponyville to help guard the town against any other Covenant raiders, and protect the northern routes to Canterlot, as well as build up and train the Ponyville Guard. She remembered that Rainbow Dash and Delta III had departed with Elita soon after the firefight with that Covenant patrol ended in order to prep the ship for deployment to Ponyville, and the _Midway_ was due in Ponyville anytime.

"Isn't this exciting," Pinkie said, "I know my 20 Minutes Late Welcome to Ponyville Party was interrupted by those Covenant meanies. But now we can throw one big 5 Hour Late Welcome to Equestria bash for the _Midway_'s entire crew and all of Ponyville." Twilight didn't even bother responding; as she raced back into the library and sped up searching for materials she believed she would need in order to perform her new task.

Location: Sweet Apple Acres, Ponyville, Free Territories Year of Luna 0001 (Earth Year 2542) a few hours later

Applejack had been shaking like a leaf since sun up. For the last two days the Apple Family had been making cider and fritters like crazy in preparation for some kind of big party Pinkie wanted to throw that night. Then there was the news the Human cruiser was being moved closer to Ponyville, a fact that made Granny Smith all the more agitated by the presence of the two heavily armed SPARTANS in the West Field and the arrival of more UNSC Marines and ODSTS from the Midway's landing site in the Everfree Forest, who were posted all across Sweet Apple Acres.

For the entire morning Applejack and Big Macintosh had been helping the Human Marines and ODSTs move the Covenant bodies into the Everfree Forest to prevent them from being spotted by any roving Covenant scout ships. Even though the Covenant soldiers had been dead since the firefight, the Humans were taking no chances, keeping their weapons trained on the dead Covenant all the way to the Everfree Forest. Yet it was the anger Applejack saw in the eyes of the Human Marines that filled her with fear, never before had she seen any creature filled with so much hatred. Throughout the journey to the Everfree Forest, the Humans kicked, spat upon the dead Covenant.

"Excuse me," Applejack inquired, "but do y'all think that kind of behavior is appropriate?" Her attention turned to a group of Fillies playing nearby "especially with youngins nearby?" The reaction from the Marine was something Applejack hadn't expected. His eyes were alight with fury and his voice was filled with nothing but hate.

"Appropriate," the Marine said, "do you have any idea how many of my men I've had to bury because of these abominations? Do you know how many innocent people we've all had to watch burn when their warships bomb our planets? Do you know the helplessness of watching men, women, and children being gunned down in cold blood because these monsters see themselves as gods? Do you know how many planets they've turned into ghosts where not even bacteria can live and you can't do anything to stop them?" Applejack remained silent her thoughts turned to Equestria, the sight of White Tail Wood, the beautiful meadows and forests burning, those fillies...no it was something Applejack didn't want to imagine. Once they'd reached the forest the Humans were all too pleased to just dump the bodies into a large ditch where they'd be easy prey for any wild animals. Applejack had wanted to bury the dead, but the only responses the Humans would give were to once again spit on the corpses and respond with two phrases "let them burn in hell" and "leave 'em for the buzzards."

At first Applejack wanted to protest, but then she remembered the looks of absolute fear on the faces of the other residents of Ponyville as they made their way past. Mothers trying to cover the faces of their young fillies as they moved the dead Aliens passed. Aliens with faces covered by shattered breath masks, and a giant clad in bright blue armor, with a gaping hole in its head where a SPARTAN Sniper bullet had found its mark, with a mouth that opened into four mandibles, each with a row of sharp teeth that looked as though they could easily rip a pony in half. Then there was the news that she'd received from Granny Smith about her cousin. It was a mix blessing, Breaburn would at least recover. But his injuries had left him paralyzed from the waist down.

For Applejack the rumors spreading among the Ponyville residents about the state of the war filled her with more and more dread. She did all she could to drum out the rumors, but every rumor she heard about single Ponies making it to the Celestia Line, or another refugee train making it to the south gave her some hope that more of her trapped family might have made it out. But for the moment there were other things eating away at Applejack's mind. Firstly the Humans were moving their ship closer to Ponyville, and the only place in town large enough to accommodate the massive cruiser was Sweet Apple Acres. Which was both a blessing and a curse, Sweet Apple Acres could at least be protected, but it also ment that her beloved farm would be the Covenant's primary target when they returned.

The second thing was something she'd never given any thought too in her life, her cutie mark simply didn't say it was her destiny but after the firefight, after seeing what the Covenant had done to her family and Equestria, her cutie mark and the destiny it told her she was meant for just didn't seem to matter anymore. What was the point of running Sweet Apple Acres when all of Equestria was burning?

Location: Sweet Apple Acres, Western Fields, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542) a few hours later

True the west fields had been cleared at the end of the last Applebuck season for crop rotation but recent events had prevented the new crops from being planted on time. Now an entire section of her beloved farm was surrounded by heavily armed Human soldiers, including the intimidating SPARTANS with plans to turn it into a military camp, with a giant warship only a few yards from her own house in the center of the farm. Yet the thoughts of what she had seen at the train station were still fresh in her mind.

"At least with the Humans here the Covenant might be kept away from Ponyville," Applejack said, under her breath. She removed her trademark brown cowboy hat, to wipe some of the sweat from her brow.

The _Midway_ was due to arrive at any time and the thoughts of what could go wrong by attempting to land a ship that was over 4,000 feet long and powered by a series massive fusion engines, each exerting the same amount of power as a small star, in a field ran through her head filling her mind with absolute panic. Then there was the fact that the Ponies had only met a few of the Midway's crew. Were the rest of the crew as trustworthy as the Humans they'd already met? Then there was the fact that it seemed all of Ponyville had come out to see the Human star ship make its landing.

"Are ya'll sure this is safe?" Applejack finally inquired, once again removing her hat to wipe her brow.

"No not really," McAffee replied, with a smirk,"you ever try to land a few hundred tons of flying nuclear reactor in an atmosphere before?" Applejack couldn't help but gulp, normally Equestrian Airships were slow and majestic, and could land easily; McAffee though had just described something that Rainbow would've tried blindfolded.

"Now see here sonny," an elderly green mare shouted, "Applejack may have allowed you to use our west field for all your fancy space traveling do hikies, but if you damage even one apple on Sweet Apple Acres..." Applejack cut her grandmother off.

"Sorry 'bout that Admiral," Applejack replied, sighing, "it's just that, this farm isn't just mah family's livelihood. Sweet Apple Acres has been in the Apple Family for generations. It's more than a farm to us it's our home, it's all we have." McAffee placed his hand on Applejack's shoulder. Home, in the end that was what united Humans and Ponies, the desire to protect their homes from the Covenant.

"Everything will be fine," McAffee replied, trying to reassure Applejack. "Landing on a planet is much easier than it sounds."

"If that's suppose ta make me feel better," Applejack replied, nervously, "it didn't work Admiral."

"Tell me something Admiral," Rarity asked, "is all you do is move those hideous military ships and uniforms across your species huge empire, just to fight? Do the finer things in life like the latest styles from the newest designer or the latest fine art or music mean anything to you barbarians?"

"That you'll have to ask Elita about," McAffee replied, as a Marine approached from the nearby Warthog transport.

"Sir we just received a coded IFF message from Captain Ryan," the Marine said, "_Midway_'s approaching the LZ and is requesting permission to commence landing procedures."

"How long till _Midway_ is in range?" McAffee replied.

"Captain Ryan reports ETA in 15," the Marine said, "so far we've had no further contact with Covenant ships in the immediate area." McAffee remained silent for a few moments, at least there was a small bit of good news.

"Collect the signal flares from the Warthog, and outline the LZ," McAffee ordered, "then inform Captain Ryan to proceed with standard terrestrial landing, but be aware that civilians are present." The Marine simply saluted as he removed a large metal box from under the front seat of the Warthog, inside was a set of four silver tubes. After grabbing them, the Marine set them up in a large square, removing the cap which in turned sent a plum of red smoke. Appplejack felt her heart leap into her throat, for all she knew the Humans were getting ready to torch the rest of Sweet Apple Acres.

Slowly the massive cruiser appeared over the horizon, its forward MAC guns pointed straight at Ponyville and Canterlot. As the _Midway_ began to approach the town it was clear that it was easily twice the size of Ponyville, if not Canterlot itself. Just one of its main guns could have easily reduced any Pony city to ruins. Once the cruiser had arrived over the area marked with the flares the crew began preparations for the final descent.

"Are ya'll sure they know what they're doing," Applejack inquired, trying her best not to panic.

"Everything will be fine," McAffee replied, "if anything happens the UNSC will compensate you for any damage."

"Money isn't the thing," Applejack snapped, "this is ma family's livihood ya'll are putting at risk by landing that big hunk of metal, and no amount of money can replace generations of hard honest work," she turned to face the large red stallion standing next to her, "right Big Macintosh?"

"EEEEyyyuuuupp," Big Macintosh added. Slowly the massive cruiser began its final decent, the sounds of its massive engines echoing like the roar of a dragon, for the Humans this was normal for a terrestrial landing, but for the Ponies it felt like the roaring of the engines would never end. As the massive cruiser came closer to the ground, the more worried Applejack became, one wrong move and the massive warship would crush the Apple Family's house, or one blast from the ship's engines would set all of Sweet Apple Acres ablaze.

It took all of half an hour for the Midway to touch down in the west field, for Applejack and her family it felt like an eternity, for a few moments Applejack felt as though she would have a heart attack. Her fears were eased somewhat when she heard a voice crackle over the Warthog's radio.

"Admiral McAffee this is UNSC _Midway_, terrestrial transition successful, no anomalies reported, request permission to go to condition yellow." McAffee reply over the radio was enough to alleviate much of the tension over what had transpired, "Granted."

Slowly the Apple Family's jangled nerves eased when they saw the ramp that lead into the _Midway_'s hanger bay lower, the crowd that had gathered to watch the cruiser land however became all the more nervous as more Human Marines and ODSTs emerged from the hanger along with more Warthogs and even larger Scorpion class main battletanks Would these Humans actually stand and fight against if a larger Covenant force came or would they turn and run? Where they here to occupy Equestria as another front for their blood feud with the Covenant? For the moment though Applejack's heart filled with joy when she heard a familiar voice.

"OH YEAH THAT WAS AWESOME," Rainbow Dash shouted, as she flew out of the hanger bay, "You all have to try this thing."

"What in tarnation kept y'all," Applejack snapped

"Easy Miss Applejack," one of the Marines replied, "it takes time to start a star ship, especially in atmospheric conditions." It was at that moment that rest of Delta Squad emerged from the hanger bay, with Sgt. Rhodes not far behind.

"That and she picked a fight with the robots," Rhodes said, not even bothering to exchange glances with one of the SPARTANS, "took two squads a precious half hour separate them before the science experiments made her Equestria's fastest flier with a limp."

"Wasn't my fault," Rainbow replied. Rhodes cut Rainbow off before she had a chance to finish.

"Rule number one," Rhodes said, glancing at 201, "SPARTANS don't think or act like real Humans, don't turn your back on them," his glance soon became a hateful stare, "Isn't that right Lieutenant?" It was at that moment McAffee stepped in.

"That's enough Sergeant," McAffee said, as he turned to face 201, "set up a perimeter around the ship, keep the civilians back until we're sure the area is secured." 201 simply remained silent, motioning for his squad to begin to advance towards the Ponies. Slowly the crowd began to back away, the sheer size of the armored Humans was enough to instill fear into even the bravest Pony.

"Um Admiral," Fluttershy said, "is this really necessary, I mean Pinkie and the Apples have been planning a big celebration for tonight."

"Parties can wait," McAffee replied, "I don't want any civilians near my ship should the Covenant return."

Location: Sweet Apple Acres, Ponyville, Free Territories, Year of Luna 0001 (Earth Year 2542) Dusk

Dusk was beginning to settle over Ponyville, as Twilight made her way towards Sweet Apple Acres, dragging a huge bag of books, paper and quills behind her. She'd spent the better part of the day gathering the materials she believed she would need to start her new assignment. It was the first time she'd had any time alone since the Covenant had launched their invasion. The first time she had a chance to think clearly about all that had transpired.

"It's hard to believe that the Princess is gone," Twilight said to herself, as she gazed at the setting sun. She'd never get use to seeing Luna now raise both the Sun and the Moon. Part of her wanted to simply head back to the library and lock herself away hoping that she'd wake up to find everything that had transpired was nothing more than a bad dream.

A bad dream that was little more than wishful thinking. Try as she might Twilight would never forget the letter she'd received announcing Princess Celestia's death. All she could do was hide her pain behind her normal confident self. Yet even that was a challenge, as she wiped a tear from her eye. Her mind turned back to something Princess Celestia had once told her "Don't fear change, for change is simply another step on life's winding road." However Twilight's train of thought was soon interrupted by the sound of a loud explosion that to the Unicorn was all too familiar. High in the sky Twilight could see a bright rainbow streaking across the sky.

"Gah," Twilight shouted, "the party, my new assignment. I'm late!" With that Twilight raced as fast as she could towards Sweet Apple Acres.

Location: Sweet Apple Acres, West Field, Free Territories, Year of Luna 0001 (Earth Year 2542) later

"And that Ponies and Humans," Rainbow Dash said, as she touched down, "is how you do a Sonic Rainboom." High above the awe struck crowd was a bright rainbow crisscrossing the sky. Its colors filled with the light of the setting sun. For the Ponies Rainbow's Sonic Rainboom was nothing new. Rainbows as a whole were a common sight in Equestria, especially after a good soaking rain, and Dash's boasting of being able to do a Sonic Rainboom was almost legendary. It wasn't anything new, the parties Pinkie threw, watching Rainbow perform her legendary feats, were as common as the sunrise in Ponyville and always helped the ponies forget their troubles. For the Humans, though, many couldn't remember the last time they had a chance to simply sit back and gaze at a rainbow in peace without the fear of the Covenant arriving and laying waste to their worlds.

Not taking anything for granted. That was something this war had taught the Humans well. But the sight of the Rainbow crossing the sky with the setting sun behind it was enough to win a few smiles from some of the Human soldiers.

One by one the Ponies in the crowd began stomping their hooves against the ground, a sign of applause for Rainbow's accomplishment. One by one the Humans slowly began to join in, for many it was the first thing they had to cheer about in years. For Rainbow, cheering was something she was all too use too, especially after winning the Best Young Fliers Competition and gaining new respect as Ponyville's resident hero.

"That Mares, Gentelstallions," Applejack said, trying to form the right words, "and Humans, is Rainbow Dash's legendary runaway Rainbow Ego."

"Yeah Rainbow Dash," a familiar voice shouted from the crowd, Rainbow couldn't help but hold her head.

"Derpy I thought I told you to stay at the train station," Rainbow said, for the first time noticing her sister in the crowd.

"Dr. Suitor..." Rainbow cut her sister off.

"Let me guess you got fired...again?" Rainbow inquired. Derpy simply lowered her head.

"I just don't know what went wrong sis," Derpy replied. Rainbow couldn't help but facehoof.

"We'll sort it out in the morning," Rainbow said placing her hoof on her sister's shoulder, "right now I think everypony and every Human could use some fun." Before Derpy had a chance to reply, Applejack once again cut her off.

"Now if y'all turn your attention," AJ said, "we've got the tastiest bitters in all of Equestria, along with the finest cider you'll ever taste." Smiles broke out among many of the Humans, finally they would be able to eat something other then the freeze dried space gunk the cooks in the galley served, and some fresh made cider, just the thing to take the edge off. However a few giggles soon broke out among the Human soldiers, they had other plans when it came to RnR.

"Okay boys and girls," one of the officers said, "let's show these Ponies how to really party," two troopers reached into one of the warthogs, and removed a large drum and a large container holding all sorts of game equipment.

"Here's the good stuff fresh from Lord Hood's personal stash on Sygnus," one of the troopers said, "and here's the entertainment. Everyone," he paused for a few moments to laugh at his next statement, "and everypony have fun that's an order." Rainbow however simply turned away from the Humans, as they began gathering mugs of the strange liquid or grabbing some of the balls and instruments in the other container. A few seconds later though, one of the Human ODSTs suddenly approached.

"Hey," the trooper said, handing Rainbow a mug of cider, she suddenly recognized the voice, it as the same trooper who had insulted her in the Warthog, it was the first time she'd seen him without his helmet or visor on, she had to admit without their armor the Humans weren't as intimidating, "I have to admit I had you pegged wrong." Rainbow's face lit up, it was the first time one of the elite Human troopers had complimented her.

"Really now," Rinbow replied, smiling.

"I admit you've got potential," the trooper responded. "It's rare to find a creature who's able to break the sound barrier with little effort."

"Oh what about me," Derpy pipped in, cutting Rainbow of before she had a chance to respond.

"Hey D why don't you go mingle a little," Rainbow said, smiling, Derpy simply sighed and lowered her head. Rainbow could see tears forming in her crossed eyes. More than anything she wanted to prove to Ponyville, and especially to Rainbow Dash, that she was more than just a klutz, that she was just as worthy of being Rainbow Thunder and Lightning Storm's daughter as Rainbow Dash was.

"Is she okay?" the trooper inquired.

"No Derpy's just being Derpy," the memories of the damage the two of them had caused to Town Hall filled her mind and she couldn't help but smile. "But hey," she sighed, thinking about everything that had transpired since her parents' deaths, "I just want her to be safe," the tone of her voice became more assertive, "and if you tell any Pony I said that I'll deny it till the day I die."

"My lips are sealed," the trooper replied. Rainbow was about to form her reply, when she noticed a familiar figure staggering its way towards Sweet Apple Acres.

"Sorry I'm late everypony," Twilight said, gasping for breath.

"Let me guess you flipped out and tore apart the Library again?" Rainbow inquired.

"No," Twilight replied, slowly regaining her composure, "it's still standing this time," her attention turned to the Human that was standing next to Rainbow, "where is the Admiral?"

"Up by the barn," the trooper replied.

Location: Near the Barn, Sweet Apple Acres Year of Luna 0001 (Earth year 2542) later that night

For Twilight the image of the celebration had helped eased the grief she still felt over the death of her beloved mentor. It was strange seeing Ponies and Humans willing to get along, at least for the time being. Twilight was actually surprised to see a wide variety of other Humans not just officers, Marines, ODSTs and SPARTANs but technicians, doctors, flight deck crew, pilots, gunnery crews, system operators, repair crews and mechanics. Unlike most of the military compliment who wore armor over a body suit these humans seemed to be dressed in work clothes or at least a dress uniform. Though in Rarity's eyes Human fashion wasn't anything to be impressed by, but they at least washed them before the party.

Deep down Twilight loathed the fact the _Midway_ was only one ship that was part of a vast number of fleets whose sole purpose was waging war and expanding the UNSC's already vast interstellar empire. Yet her mind was filled with admiration for the organization and mathematical precision it took to coordinate a ship with a compliment as large and as diverse as the _Midway_. Most Pony Airships and balloons only had a pilot and maybe six to ten crew members to provide comfort for passengers and to steer the vessel. The _Midway_ on the other hand had to have tens of thousands of soldiers, technicians and other personnel who provided everything from food to security. In terms of organization, Twilight's greatest accomplishment had been getting Ponyville's Winter Wrap Up finished on time. But that seemed miniscule compared to the organizational skills Human and Covenant leaders needed to command their troops.

From the corner of her eye Twilight soon spotted Admiral McAffee's unmistakable green uniform. The Admiral was leaning against the side of the barn, with a mug of cyder in his hand. Like the rest of his crew it was the first time in many weeks they'd had anything to eat or drink that wasn't K-Rations or tasted as though it had been cooked by a computer.

"Admiral," Twilight said, gaining McAffee's attention, as she raced towards the Human officer she failed to notice a large rock in her path, and soon tripped over it, landing flat on her face and spilling the contents of her saddlebags all over.

"Sorry, sorry," Twilight continued, as she quickly regained her footing and began to clean up the books and papers.

"A little over packed aren't we?" McAffee asked, smiling.

"Actually I think I'm under packed," Twilight replied, "I mean I need to be prepared for anything."

"In that case," McAffee said, "Consider yourself drafted." Twilight felt her heart sink. Drafted as in forced into the army? She wasn't a soldier, she was a librarian, a book worm who was happiest when surrounded by her closest friends, chatting about the days events over milkshakes and cupcakes or her spell books.

"I think you're mistaken Admiral," Twilight replied, "I don't recall joining the army as part of what I'm supposed to be doing."

"It's not," McAffee added, "it's because I say so, you work for me you're active duty as far as I'm concerned."

"But," Twilight replied, "I can't be a soldier my cutie mark is clear that it's not my destiny." McAffee simply sighed. Applejack had sent her sister and her friends outside while she and her Grandmother had a private discussion. He'd spent the last hour listening to the so called "Cutie Mark Crusaders" talk about cutie marks and what they meant to Pony society.

"You really think a little tattoo defines you," McAffee asked, "That just because you don't have the right "cutie mark" you can't decide how to live your life?"

"No," Twilight said, lowering her head, "it's just that.." She was suddenly at a loss for words. She'd never met a creature that openly criticized something that defined a Pony's destiny, something that was part of their very culture.

"You're scared," McAffee continued, lowering his cup, "Fear isn't anything new, every new recruit is scared when they first arrive for Basic Training. Even when they graduate the fear never goes away."

"No I'm not scared," Twilight replied, "I just don't have the cutie mark to be in the Guard is all. There are plenty of Ponies that also lack the cutie mark to be in the army." McAffee sighed.

"Well then," McAffee said, putting his mug down, "we'll have to do something about those feelings now won't we?"

Location: Covenant Headquarters, former Mayor's Office, Occupied Manehatten, Occupied Territories, Year of Luna 0001 (Earth Year 2542)

The only time Trixie had known the kind of fear that was now coursing through her veins was when Snips and Snails had brought that Ursa Minor to Ponyville. Yet the enraged looks on the faces of the two Sangheili guards that grasped her hooves, told her all she needed to know. Something was wrong, true the Arbiter had assigned her two Sangheili guards to keep an eye on her movements. But when they told her that the Arbiter wished to see her immediately, Trixie couldn't help but feel a sense of dread wash over her. The Arbiter's threat of ending her life was still fresh in her mind as were the orders he'd issued earlier demanding the immediate termination of all Unicorns and Pegasai, for now the only thing that was keeping her alive was her willingness to share information, but that had its limits.

Before Trixie even had a chance to rub the sleep from her eyes the towering aliens grabbed her, nearly breaking her front hooves in the process. The fury in their eyes was all the proof she needed to tell her something had happened to the patrol the Covenant had sent ot Ponyville, and the Arbiter knew it.

The two Sngheili tossed the terrified unicorn into the Arbiter's personal chambers. Slowly Trixie began to regain her composure, but her fear remained. The Arbiter stood in front of her, gazing out the window at one of the many slave pits the Covenant had set up across the occupied city. To dig for what they referred to as holy relics.

"So you lied to me after all heretic," the Arbiter said, as he turned to face Trixie, his piercing yellow eyes burning with fury.

"Excuse me but," Trixie said, trying her best to hide her fear, "The Great and Powerful Trixie does not lie." Trixie's arrogance did little to ease the Arbiter's rage. In many ways it had the opposite effect. He grabbed Trixie by the neck.

"THEN EXPLAIN WHY WE HAVE LOST CONTACT WITH OUR PATROL," the Arbiter roared, tightening his grip on Trixie's neck.

"Maybe," Trixe replied, struggling to form words, "maybe they're still scouting Ponyville or they're having equipment problems?" The fury in the Arbiter's eyes only grew stronger, his grip around her neck tightened. With all his strength the Arbiter slammed Trixie into the floor, his rage growing more frightening by the second.

"YOU WERE WARNED," The Arbiter snarled, as his energy sword roared to life. Trixie struggled to try and come up with a response, as the Arbiter brought his energy sword down, preparing to make good on his threat to end her life.

"Maybe Ponyville just got lucky," Trixie blurted out, fully expecting to feel the energy sword slice into her at any moment, but to her surprise she only felt the warmth of the blade's energy upon her blue fur. Opening her eyes she was shocked to see that the Arbiter had stopped his arm only centimeters from where her neck and shoulders came together.

There was some truth to Trixie's claim, reports of Covenant losses had been coming in as their army pressed across the Heretic's lands, especially towards the south along the Heretics main defense line, and reports that the Heretics were starting to set up more effective defenses. While the Covenant's losses in the war had been minimal, the Arbiter knew full well that any losses they sustained would affect the Covenant more than the Heretics, and there was no chance of being able to call in reinforcements without raising suspicions among the responding units and in the High Council about his motives.

"Very well," the Arbiter said, lowering his weapon, he motioned for the two Sangheili guards to enter, "inform Shipmaster Thel and General Xytar that they are to turn their offensives south and break the Hertics defenses at all costs." The two guards bowed and took their leave. However the Arbiter's gaze remained fixated on Trixie, "for your sake heretic you'd better be right."

Location: Covenant Command Post, Hoofstar Hotel, Baltimare, Year of Luna 0001 (Earth Year 2542), that night

At one time Baltimare had been a thriving metropolis that owed much of its prosperity to the numerous merchants who used its massive harbor to ship goods across Horseshoe Bay and the Atlantican Ocean and the large number of jewel traders who used the Jade River, which cut Baltimare in two, and the Canterlot-Baltimare Railway to reach the Jewel Mountains and eventually Baltimare's massive harbor to ship their haul over the Atlantican Ocean to the kingdoms outside Equestria itself or sell their prizes in Canterlot to one of the numerous designers or boutiques that lined the city's famous Fashion Row or the prized jewelers of Coltinvale.

But for the citizens of Baltimare that was all in the past replaced by the nightmare of the present. For those unlucky enough to still be trapped in the city those days of peace seemed more like a dream. All around the trapped Ponies the once proud city burned. From the eastern banks of the Jade River, hundreds of Covenant Wraiths and Artillery pieces hurled bursts of white hot plasma into the Pony occupied portion of the city, setting fire to whatever the projectile touched. In the darkness the light from the numerous fires that licked the night sky and the streaks of Unicorn Magic and Covenant Plasma fire crossing the sky seemed to turn night into day, perfectly illuminating the doomed city. The train station was littered with the remains of countless Ponies and the wrecked and burned out remains of numerous refugee, supply, and troop trains that had attempted to evacuate as many civilians as possible or bring in fresh troops and supplies from Canterlot or other villages and cities south of the Celestia line only to be caught by patrolling Banshees.

Thel gazed out the window of the large hotel room that made up the Covenant's forward command post in Baltimare. He stared almost sorrowfully into the darkness that enveloped the burning city. The only light that penetrated the darkness were the numerous fires burning across Baltimare or when the enemy attacked with energy based attacks or the Covenent's artillery fired rounds of white hot plasma into the parts of the city still under pony control. To Thel this should have made his heart sore, every Sangheili warrior longed to live and die in glorious battle. But this, an attack against an enemy that could barely defend itself, where in that was the honor and glory the Sangheili sought? At least the Humans for whatever transgressions the Prophets said they had committed were indeed a worthy enemy, deserving of high honors.

"Shipmaster," a Sangheili major said, kneeling before Thel, "Some of our patrols report encountering resistance on the far end of the street."

"Casualties," Thel inquired. Normally the Covenant wouldn't concern themselves with their losses. But for Thel every Covenant warrior wounded or killed no matter what their position in the Covenant's stringent hierarchy was something they could ill afford. At least until they repaired their communications systems.

"Acceptable," the Sangheili replied, "15 Unggoy and a dozen Kig-Yars. I've already sent for a pair of Mgalekgolo to finish the job." Thel felt his heart sink. For the stand they took whoever was holding out they deserved the chance to fight again, on terms the Covenant would deem more honorable.

"Belay that order at once Major," Thel said, grabbing his energy sword and plasma rifle from the table, "inform the Mgalekgolo to report to the river, I'll deal with these hold outs personally." The Sangheili major gave a confused look in response but questioning ones superior without proof of wrong doing was grounds for execution.

Location: Ruins of Gemstone Academy, Baltimare, Covenant Controlled Territories, Year of Luna 0001 (Earth Year 2542), an hour later

Two Sangheili guards led Thel to a bombed out building on the far end of the street. Judging by what little remained of the building and its surroundings, Thel could only guess at what it had been used for. At one time it had been Baltimare's premiere fashion academy, where gifted fashion designs went to learn their trade from filly to adult, but now it was little more than a shell of its former glory. Covenant air and ground fire had reduced the building to a burned out hulk. In the large front yard were the charred remains of playground equipment and the broken bodies of at least a dozen or so Guardsponies and the impaled and burned bodies of the Uggony and Kig-Yar who had tried to storm the building.

"Shipmaster," one of the Sangheili guarding Thel asked, "is it wise to venture in there alone?"

"Those who fear death at the hands of the enemy or petty betrayal," Thel replied, not even bothering to exchange glances with his bodyguard, "aren't worthy of leading the Covenant's holy forces into battle. Let alone calling themselves Sangheili." Without stopping Thel threw the doors open and made his way into the building. His yellow eyes scanned the burned out hallways like those of a hawk searching for its prey. Searching for any signs of life be it friend or foe.

The only things that broke the eerie silence that had fallen over the area was the occasional sound of Covenant artillery fire coming from the river front or the sounds of loose rocks crashing to the ground. Thel clutched his Plasma rifle tighter, as he made his way forward, his eyes fixated on the ruined classrooms, and the corners, any place where an enemy could have set up an ambush. Thel gripped his weapon tighter when he overheard the familiar sounds of hoofbeats coming from the far side of the hallway. Ducking behind the corner, Thel could make out the shape of one adult Heretic, and numerous children. Thel felt his heart sink even more, his brother's orders were clear any Heretic with wings or a horn was to be killed on sight for they were abominations in the eyes of the Gods. Yet to Thel it was an order he would obey out of loyalty to the faith of the Covenant. Yet at the same time he it hated more than anything and it only further cemented the hatred he felt for his brother.

To kill the innocent regardless of whether they were heretics or abominations to the Gods or not went against the very core of Sangheili honor. To a Sangheili death at the hands of a worthy enemy in battle be it against fellow Sangheili or their foes was the greatest honor. This order though, though given in the name of the sacred religion of the Covenant was a disgrace to all who called themselves Sangheili or Covenant.

"Hurry," the adult said, trying her best to keep her voice down, as she guided her charges towards the back door. In the distance she could hear the loud thumps of Thel's footsteps drawing closer, the only sound echoing louder was her own heart. As the group approached the back door to their horror they found it blocked by rubble. In the distance the Fillies could hear the sound of Thel's thunderous footsteps as they drew closer, and for many, as Thel rounded the corner it was the first time they saw a Covenant warrior up close.

Slowly Thel closed in for the kill, his hand clasped tight around his plasma rifle, dying in honorable battle that was the only way a Heretic could hope to regain their lost honor and win the forgiveness of the Prophets and be allowed to make the Great Journey. A cold smile crept over Thel's face as the adult Heretic leapt in front of her charges, she had no wings nor horn like many of the other Heretics Thel and his comrades had slain in battle or had been ordered to kill on sight. Yet there was something in her eyes that made the proud Sangheili stop in his tracks. It was determination, the same determination he'd seen burn the eyes of his brothers and in the eyes of the Humans, especially when faced with defeat. Yet at the same time he gazed upon the young the adult heretic was so bravely trying to protect. It was a sight Thel had rarely seen on the battlefield. The childrens' large eyes, filled with tears reflecting the fear within their hearts, a sight that would've broken the heart of even the most fanatical Covenant warrior, a sight that convinced Thel to lower his weapon.

He knew the orders his brother had issued prior to his departure. Yet looking at the young, Thel for the first time saw no heretics only frightened children whose only source of comfort was the adult with them. Most of his brothers and fellow Covenant would've been all too happy to carry out the Arbiter's orders, but to Thel, he saw no honor in what he was being asked to do, whether they had committed heresy or not they deserved a chance to fight and die as warriors on the battlefield. What the Arbiter was asking was a disgrace not only to the Sangheili but to the Covenant as a whole.

With that Thel once again drew his Plasma rifle, the heretics closed their eyes in fear, awaiting their fates. Thel stood motionless; the only sounds were cries of mercy. Every fiber of his Covenant beliefs told him to fire at the heretics to punish them for their crimes. Yet these heretics the adult was unarmed, and the rest were merely children who had no means of defending themselves. Thel couldn't explain why, but he just couldn't bring himself to fire his weapon yet he knew he couldn't leave without some proof that he'd accomplished his mission. With that the only sounds that broke the silence were a few shots as Thel emptied his weapon into the ceiling. Slowly Thel turned to walk away.

"Leave through the back door our army has all the other exits covered. Our scout ships report that there's an abandoned airship parked just outside, use it and get your charges out of the city. I give you my word on my honor as a Sangheili warrior that our air force will not peruse you." was all Thel said.

Upon exiting the building, the Covenant soldiers surrounded Thel, demanding to know the details of what had transpired. Yet the look to Thel's face was one of regret and confusion. He'd openly defied his brother and spared heretics, a crime punishable by death should it ever become known and something he'd never done before. But they were innocents and the thought of killing them in such a disgraceful manner no matter what heresy his brother said they committed was a far worse crime. The only word Thel said to the eager crowd of Covenant soldiers was simply "Terminated." Before issuing orders that the patrolling Banshsees were to focus all their efforts on bombing enemy targets on the other bank of the Jade River destroying the last remaining airship in Baltimare didn't matter as much as capturing a bridge and crossing the river.

Location: Pony-Covenant Front Line, along the Jade River, Baltimare, Year of Luna 0001 (Earth Year 2542)

The only sign of life in the station was the single refugee train preparing to head to Canterlot and the few dozen civilians and wounded Guardsponies who had managed to reach the station before the Covenant had cut most of the routes.

For the Baltimare Guard and civilian ponies struggling to hold the city or escape it was a race against time. Covenant soldiers had managed to breach the city's defenses in the North and the East taking the neighborhoods of Pony City and Hoofington before destroying 60% of the 2000 strong Baltimare Guard in the area with light casualties before launching a major offensive that pushed all the way to the eastern shore of the Jade River and brought over half the city under Covenant control, including the harbor, cutting off the city's access to the Atlantican and Horseshoe Bay, before they were finally halted at the garrison's final line of defense the Baltimare Line on the west bank of the Jade River.

The news coming in from the battle front was mixed, the overall advance into the remaining portions of Baltimare had been slowed by hit and run raids launched by some of the remaining Guardsponies and some of the civilian Unicorns still trapped in the city.

More alarming were the rumors that the horned Heritics had pinpointed a weakness in the Covenant Wraiths, and had managed to knock one out with a combination of energy based attacks which blew off the light rear armor protecting the plasma reactor while others took out the reactor with either kicks or spear hits, leaving the tank disabled. Before attacking the injured Elite and Grunt Crew members as they clawed their way out of the crippled Wraith, plunging spears into their chests before they had a chance to draw their weapons or activate their shields. In the eyes of the Arbiter and his lieutenants these were simple annoyances.

But to the Ponies defending Baltimare's government district and western shore, the minor annoyances were even more vital. Even if they delayed the Covenant advance by only a few seconds it would be a few seconds more to get the wounded and civilians out, even if they only crippled one enemy war machine or killed one enemy soldier they would be reducing their numbers and giving the trapped garrison and civilians hope.

Hidden in a ground level bunker were the city's Mayor a black mare with a white full moon cutie mark, Blackmoon and the Guard Commander a large snow white unicorn with a Red Star for his Cutie Mark, General Winter Storm, were kept up to date on the losing battle above ground.

"Madame Mayor," General Storm said, as he entered the bunker, flanked by two Guardsponies, each of whom had lost an eye or part of their snouts in the fighting, "The Alien forces have taken Chariot Port, the mouth of the Jade River and the entrance to Horeshoe Bay are all blocked by wrecked ships and enemy ground troops have also taken all of the east bank of the Jade River, enemy cannon fire has been reported striking the western business district, and a few raiders have been crossing the river to probe our defenses but so far have been beaten off, with few losses to either us or them." Winter Storm was a career soldier; one of the many subordinates the new commander-in-chief Shinning Armor had to deal with and one of the few who was whiling to give him the benefit of the doubt.

A proud son of the warrior culture of Stalliongrad, who was as loyal as it came to the Princesses despite having been passed over for a promotion to command of the elite Canterlot Guard for disrespecting his superiors during a Griffin Uprising in the Everfree Forest. An action that led to three full regiments of the Canterlot Guard walking into an ambush and being wiped out. It had taken years to rebuild and retrain the shattered regiments just to bring the Canterlot Guard back to full strength. In the aftermath of that debacle, Winter Storm was dismissed from the Canterlot Guard and reassigned as General of the Baltimare Guard. An assignment that still offered Winter Storm a chance for glory but kept him far enough away from the capital to prevent him from spreading gossip about the Everfree Forest disaster.

Despite this set back he'd been one of the few pony generals to have seen battle it had been his Batlimare Guard, one of the fifty Guard divisions from all over Equestria then Captain Shinning Armor had called up to provide security in Canterlot during the Royal Wedding and it had been the Baltimare Guard that had helped drive the remaining Changlings from Canterlot not so long ago.

"In another hour or two they'll be within range of Alicorn Bridge and some of the smaller bridges, after that." The Mayor cut Winter Stallion off.

"If the enemy crosses the Jade River in force Baltimare will fall." Blackmoon replied.

"The Alicorn and any of the bridges over the Jade River must be blown or held to the last Pony. I've got the remains of the 3rd Unicorn Demolition Unit trying to marshal enough magic to blow the bridges," Winter Storm said, hesitantly. "and the few Pegasi Archer and Earth Pony Spearponies left in the Baltimare Guard who are still able to bare arms covering them. But against the enemy's heavy armored vehicles, spears and arrows are useless, and we don't have enough Unicorns left in the Guard to mount a counterattack against armor."

"There are still civilians trapped on the other bank." the Mayor replied. Winter Storm remained silent, he knew full well the Baltimare Guard lacked the Stallion and Mare power to mount any kind of evacuation and the letter he'd received earlier that day from General Shinning Armor was even grimmer. "Risk of enemy break through into the South too great, all available Guard Divisions and Imperial Army Divisions from the Crystal Empire needed to defend Celestia Line. Casualties to enemy air attacks have been too high to risk sending further reinforcements to Baltimare. By order of Queen Luna, keep evacuation routes to Coltinvale and Canterlot open as long as possible. See to it the wounded and as many civilians get out of the city. Attempt to slow enemy advance for as long as possible. Good Luck may Celestia be with you General."

"I know that Madame Mayor," Winter Storm replied, turning his back to the Mayor, "Pray to Celestia's spirit, neither of us will have to make that decision." Before the Mayor had a chance to reply another messenger, a Pegasus Guardspony, stumbled into the bunker. His armor had all but melted to his skin, the result of the laser and plasma fired from Kig-Yar sniper rifles on the eastern shore. Worst of all one of his wings, and one of his front legs had been blown clear off, the result of a Mgalekgolo's assault cannon. It was clear to all he didn't have much time, but slowly he delivered his message.

"3rd Unicorn destroyed...Enemy," the Pegasus groaned, in pain, "has taken the Alicorn Bridge...large force crossing the Jade River at high rate." Silence was the only thing that filled the room.

Location: Throne Room, Canterlot Royal Palace, later that day, Year of Luna 0001 (Earth Year 2542)

To say Luna was intimidating when she was angry was something that even her own personal guard or her own cousin knew all too well. The last messages from Baltimare, had simply said the enemy had crossed the Jade River in force and was now advancing into the heart of the city and that the Baltimare Guard would do all they could to slow the enemy's advance but there was little chance they could hold without reinforcements.

What enraged the Queen the most was the news that only one of the more than one hundred refugee trains that were due to evacuate the wounded and civilians from Baltimare as well as a single badly damaged airship had managed to reach Coltinvale and Canerlot. Gazing out the window, Luna could see the smoke rising from the Royal Academy district, two more squads of Covenant Banshees had bombed Canterlot earlier that day, hitting the Royal Academy District, leaving not so much as a statue at any of the Academies standing. Let alone leaving any of the Canterlot Guardsponies who'd been sent to repel the assault alive before they retreated.

"They dare violate our sacred capital," Luna growled.

"Your highness," a familiar voice said, from behind. Luna turned just in time to see Cadence standing behind her, her normally pink fur and wings coated in blood from the wounded. "another message from Batlimare." Luna simply looked at the paper it contained one phrase "We are holding our own." The Night Queen lowered her head. She could see the look of concern in her cousin' eyes, concern for her beloved husband, the rumors reaching Canterlot that the Covenant Army was advancing on the border of the Crystal Empire, and most of the Imperial Army was on its way to defend the Celestia Line and more Covenant troops were arriving at the Celestia Line by the day.

This turn of events had brought a new thought to the Night Queen's mind, there were rumors of traitors within Ponykind itself. A faction of Ponies who were willing to sell out the Humans who had offered to aid Ponykind in defending Equestria in exchange for the Covenant leaving, but deep down Luna's heart told her the Covenant would never leave in peace and the only hope they had, now that both sides knew of Equestria's location was to trust the Humans to keep their word.

Then there were the nations and creatures that surrounded Equestria. Some like the Minotaurs and Dragons only desired to be left in peace as long as their treasures and borders were respected. Still others harbored nothing but hatred for Equestria. Griffarus, the proud kingdom of the Griffins, for eons they had harbored a grudge with the Ponies ever since Queen Morning Glory had driven them from their hunting grounds, a grudge that flared into open hatred with their defeat in the Great War under Queen Shinning Sun.

But worst of all were the Changlings. Once they had been known as the Flutterponies ruled over by the kindhearted Rosedust. But that was a long time ago. All Ponies knew of the Changling Empire was that a spell had gone terribly wrong, transforming Rosedust into the nightmarish Queen Chrysalis, and her Flutterponies into twisted abominations who ruled over an Empire that stretched from the Shadow Mountains in the west to the very border of Eqestria itself. Long had Chrysalis desired to annex Equestria to her own empire, using Ponykind as nothing more than food and slave labor, a desire that turned into open war when she attacked the Royal Wedding. If either the Griffins or the Changlings got word of the invasion, no it was a thought Luna didn't even want to consider. Even with the Humans and the training they offered there was little hope of stopping the Covenant's inevitable breech of the Celestia Line.

"Sergeant," Luna said, getting the attention of one of her guards, "take a letter. Inform General Shinning Armor that the Celestia Line is no longer defensible and he is to return to Canterlot at once for reassignment." The Guard simply bowed. For Cadence a brief moment of hope filled her heart, after all the pain and suffering she'd seen from refugees and Guardsponies coming in from the Front and the Occupied Territories, the chance of seeing her beloved husband again was the first joyous news she'd heard since the war had begun.

Stay Tuned for Chapter V: War Dawn


End file.
